Common use of Liability of Escrow Agent Clause in Contracts

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damages, or have any obligations other than the duties prescribed in this Agreement in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involved.

Liability of Escrow Agent. The a. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement, including without limitation the Offering Document. Escrow Agent shall not be liable for any damagesaction taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer, Broker or any Subscriber. Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Offering Document, or have to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, Escrow Agent shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Issuer, Broker and/or any Subscriber. Escrow Agent shall not be responsible or liable in any manner for the performance by Issuer or any Subscriber of their respective obligations other than under any subscription agreement nor shall Escrow Agent be responsible or liable in any manner for the duties prescribed in this Agreement in carrying out failure of Issuer, Broker or executing any third party (including any Subscriber) to honor any of the purposes and intent provisions of this Escrow Agreement. HoweverEscrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, nothing or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any reasonable liability whatsoever in this Agreement acting in accordance with the reasonable opinion or instruction of such counsel. Issuer shall relieve promptly pay, upon demand, the reasonable fees and expenses of any such counsel. b. Escrow Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow Funds, without determination by Escrow Agent from liability arising out of its own willful misconduct such court’s jurisdiction in the matter. If any portion of the Escrow Funds is at any time attached, garnished or gross negligence. The Escrow Agent's duties and obligations levied upon under this Agreement any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be entirely administrative stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and not discretionary. The in any such event, Escrow Agent is authorized, in its reasonable discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any party to this Agreement of the parties hereto or to any third-party as a result of any action other person or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur entity by reason of its execution and performance of this Agreementsuch compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. If any legal questions arise concerning Notwithstanding the Escrow Agent's duties and obligations under this Agreementforegoing, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which provide the Escrow Agent, in good faith, believes to be genuine Issuer and what it purports to be. If there is any disagreement between any Broker with immediate notice of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be court order or become liable in any way or to any person for its failure or refusal to act similar demand and the Escrow Agent shall be entitled opportunity to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not interpose an objection or obtain a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedprotective order.

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damages, or have any obligations other than the duties prescribed in this Agreement in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or Escrow Agreement to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC National City Bank of Pennsylvania is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involved.

Liability of Escrow Agent. a. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement, including without limitation the Offering Document. The Escrow Agent shall not be liable for any damages, action taken or have omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any obligations other than loss to the duties prescribed Issuer or any Subscriber. Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Escrow Funds in this Agreement in carrying out or executing accordance with the purposes and intent terms of this Escrow Agreement. HoweverEscrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, nothing in this Agreement instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall relieve believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if the Escrow Agent from liability arising out has been advised of its own willful misconduct the likelihood of such loss or gross negligencedamage and regardless of the form of action. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Offering Document, or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, Escrow Agent shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Issuer and any Subscriber. Escrow Agent shall not be responsible or liable in any manner for the performance by Issuer or any Subscriber of their respective obligations under any subscription agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of Issuer or any third party (including any Subscriber) to honor any of the provisions of this Escrow Agreement. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party to this Agreement hereto, and shall incur no liability and shall be fully indemnified from any reasonable liability whatsoever in acting in accordance with the reasonable opinion or to any third-party as a result instruction of such counsel. Issuer shall promptly pay, upon demand, the reasonable fees and expenses of any action such counsel. b. The Escrow Agent is authorized, in its sole discretion, to comply with orders issued or omission taken or made process entered by any court with respect to the Escrow Funds, without determination by the Escrow Agent of such court’s jurisdiction in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreementmatter. If any legal questions arise concerning portion of the Escrow Agent's duties and obligations Funds is at any time attached, garnished or levied upon under this Agreementany court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent is authorized, in its reasonable discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be or become liable in to any way of the parties hereto or to any other person for its failure or refusal to act and entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. Notwithstanding the foregoing, the Escrow Agent shall be entitled provide the Issuer and SI Securities with immediate notice of any such court order or similar demand and the opportunity to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not interpose an objection or obtain a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedprotective order.

Liability of Escrow Agent. The Escrow Agent shall not be liable for a. In performing any damagesof its duties under this Agreement, or have any obligations other than upon the claimed failure to perform its duties prescribed in this Agreement in carrying out or executing hereunder, the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to anyone for any party to this Agreement damages, losses, or to any third-party expenses which it may incur as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties so acting, or failing to this Agreement will indemnify act; provided, however, the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, liable for damages arising out of its willful default or other paper misconduct or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take its gross negligence under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such eventAccordingly, the Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel or become liable in any way or counsel for the Company which is given with respect to any questions relating to the duties and responsibilities of the Escrow Agent hereunder, or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Escrow Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, if the Escrow Agent shall in good faith believe such document to be genuine, to have been signed or presented by a proper person or persons , and to conform with the provisions of this Agreement. b. The Company hereby agrees to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may be incurred by it resulting from any act or omission of the Company ; provided, however, that the Company shall not indemnify the Escrow Agent for any losses, claims, damages, or expenses arising out of the Escrow Agent ’ s willful default, misconduct , or gross negligence under this Agreement. c. If a dispute ensues between any of the parties hereto which, in the opinion of the Escrow Agent, is sufficient to justify its failure or refusal to act and doing so, the Escrow Agent shall be entitled to continue tender into the registry or custody of any court of competent jurisdiction, including the Circuit Court of Orange County, Florida, all money or property in its hands under the terms of this Agreement, and to so refrain file such legal proceedings as it deems appropriate, and shall thereupon be discharged from acting until the dispute is resolved by the parties involvedall further duties under this Agreement. PNC Bank is acting solely Any such legal action may be brought in any such court as the Escrow Agent shall determine to have jurisdiction thereof. The Company shall indemnify the Escrow Agent against its reasonable court costs and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedattorneys’ fees incurred in filing such legal proceedings.

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damages, or have any obligations other than the duties prescribed in this Agreement in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's ’s duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will jointly and severally indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's ’s fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's ’s duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank TD Bank, N.A. is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involved.

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damages, or have any obligations other than the duties prescribed in this Agreement in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will jointly and severally indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Escrow Agreement 4 National City Bank of Pennsylvania is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involved.

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damages, or have any obligations other than the duties prescribed in this Agreement in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's ’s duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will jointly and severally indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's ’s fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's ’s duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC National City Bank of Pennsylvania is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involved.

Liability of Escrow Agent. The Escrow Agent shall not be liable for a. In performing any damagesof its duties under this Agreement, or have any obligations other than upon the claimed failure to perform its duties prescribed in this Agreement in carrying out or executing hereunder, the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to anyone for any party to this Agreement damages, losses, or to any third-party expenses which it may incur as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties so acting, or failing to this Agreement will indemnify act; provided, however, the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, liable for damages arising out of its willful default or other paper misconduct or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take its gross negligence under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such eventAccordingly, the Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel or become liable in any way or counsel for the Company which is given with respect to any questions relating to the duties and responsibilities of the Escrow Agent hereunder, or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Escrow Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, if the Escrow Agent shall in good faith believe such document to be genuine, to have been signed or presented by a proper person or persons, and to conform with the provisions of this Agreement. b. The Company hereby agrees to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may be incurred by it resulting from any act or omission of the Company; provided, however, that the Company shall not indemnify the Escrow Agent for any losses, claims, damages, or expenses arising out of the Escrow Agent’s willful default, misconduct, or gross negligence under this Agreement. c. If a dispute ensues between any of the parties hereto which, in the opinion of the Escrow Agent, is sufficient to justify its failure or refusal to act and doing so, the Escrow Agent shall be entitled to continue tender into the registry or custody of any court of competent jurisdiction, including the Circuit Court of Orange County, Florida, all money or property in its hands under the terms of this Agreement, and to so refrain file such legal proceedings as it deems appropriate, and shall thereupon be discharged from acting until the dispute is resolved by the parties involvedall further duties under this Agreement. PNC Bank is acting solely Any such legal action may be brought in any such court as the Escrow Agent shall determine to have jurisdiction thereof. The Company shall indemnify the Escrow Agent against its reasonable court costs and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedattorneys’ fees incurred in filing such legal proceedings.

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damages, or have any obligations other than the duties prescribed in this Agreement Agreement, in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank The Escrow Agent is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved approved, any agreement or matter of background related to this Agreement, the offer and sale of the Units, the registration statement relating to the Partnership and the Units or the prospectus included as a part thereof, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement. The parties to this Agreement agree that the Escrow Agent has not reviewed and is not making any recommendations with respect to be so authorized on behalf the Units. The use of the party Escrow Agent's name in any communication, written or parties involvedoral, in connection with the offering of the Units without the specific written approval of the Escrow Agent is expressly prohibited. The Escrow Agent grants permission to use its name in the Prospectus.

Liability of Escrow Agent. The Escrow Agent shall not be liable for a. In performing any damagesof its duties under this Agreement, or have any obligations other than upon the claimed failure to perform its duties prescribed in this Agreement in carrying out or executing hereunder, the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to anyone for any party to this Agreement damages, losses, or to any third-party expenses which it may incur as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties so acting, or failing to this Agreement will indemnify act; provided, however, the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, liable for damages arising out of its willful default or other paper misconduct or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take its gross negligence under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such eventAccordingly, the Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel or become liable in any way or counsel for the Company which is given with respect to any questions relating to the duties and responsibilities of the Escrow Agent hereunder, or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Escrow Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, if the Escrow Agent shall in good faith believe such document to be genuine, to have been signed or presented by a proper person or persons , and to conform with the provisions of this Agreement. b. The Company hereby agrees to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may be incurred by it resulting from any act or omission of the Company; provided, however, that the Company shall not indemnify the Escrow Agent for any losses, claims, damages, or expenses arising out of the Escrow Agent’s willful default, misconduct, or gross negligence under this Agreement. c. If a dispute ensues between any of the parties hereto which, in the opinion of the Escrow Agent, is sufficient to justify its failure or refusal to act and doing so, the Escrow Agent shall be entitled to continue tender into the registry or custody of any court of competent jurisdiction, including the Circuit Court of DuPage County, Illinois, all money or property in its hands under the terms of this Agreement, and to so refrain file such legal proceedings as it deems appropriate, and shall thereupon be discharged from acting until the dispute is resolved by the parties involvedall further duties under this Agreement. PNC Bank is acting solely Any such legal action may be brought in any such court as the Escrow Agent shall determine to have jurisdiction thereof. The Company shall indemnify the Escrow Agent against its reasonable court costs and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedattorneys’ fees incurred in filing such legal proceedings.

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damages, or have any obligations other than the duties prescribed in this Agreement Agreement, in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's ’s duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's ’s fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's ’s duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank The Escrow Agent is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved approved, any agreement or matter of background related to this Agreement, the offer and sale of the Units, the registration statement relating to the Partnership and the Units or the prospectus included as a part thereof, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement. The parties to this Agreement agree that the Escrow Agent has not reviewed and is not making any recommendations with respect to be so authorized on behalf the Units. The use of the party Escrow Agent’s name in any communication, written or parties involvedoral, in connection with the offering of the Units without the specific written approval of the Escrow Agent is expressly prohibited. The Escrow Agent grants permission to use its name in the Prospectus.

Liability of Escrow Agent. a. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement, including without limitation the Offering Document. The Escrow Agent shall not be liable for any damagesaction taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent's gross negligence or willful misconduct was the primary cause of any loss to the Issuer, Charleston or have any obligations other than Subscriber. Escrow Agent's sole responsibility shall be for the duties prescribed safekeeping and disbursement of the Escrow Funds in this Agreement in carrying out or executing accordance with the purposes and intent terms of this Escrow Agreement. HoweverEscrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, nothing in this Agreement instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall relieve believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if the Escrow Agent from liability arising out has been advised of its own willful misconduct the likelihood of such loss or gross negligencedamage and regardless of the form of action. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Offering Document, or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, Escrow Agent shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Issuer, Charleston and/or any Subscriber. Escrow Agent shall not be responsible or liable in any manner for the performance by Issuer or any Subscriber of their respective obligations under any subscription agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of Issuer, Charleston or any third party (including any Subscriber) to honor any of the provisions of this Escrow Agreement. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party to this Agreement hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or to any third-party as a result instruction of such counsel. Issuer shall promptly pay, upon demand, the reasonable fees and expenses of any action such counsel. b. The Escrow Agent is authorized, in its sole discretion, to comply with orders issued or omission taken or made process entered by any court with respect to the Escrow Funds, without determination by the Escrow Agent of such court's jurisdiction in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreementmatter. If any legal questions arise concerning portion of the Escrow Agent's duties and obligations Funds is at any time attached, garnished or levied upon under this Agreementany court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be or become liable in to any way of the parties hereto or to any other person for its failure or refusal to act and the Escrow Agent shall entity by reason of such compliance even though such order, writ, judgment or decree may be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party tosubsequently reversed, nor has it reviewed modified, annulled, set aside or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedvacated.

Liability of Escrow Agent. Except in cases of the Escrow Agent’s bad faith, willful misconduct or gross negligence, the Escrow Agent shall be fully protected (i) in acting in reliance upon any certificate, statement, request, notice, advice, instruction, direction, other agreement or instrument or signature reasonably and in good faith believed by the Escrow Agent to be genuine, (ii) in assuming that any person purporting to give the Escrow Agent any of the foregoing in accordance with the provisions hereof, or in connection with either this Agreement or the Escrow Agent’s duties hereunder, has been duly authorized to do so, and (iii) in acting or refraining from acting in good faith when advised to act or refrain to act, as the case may be, by any counsel retained by the Escrow Agent. The Escrow Agent shall not be liable for any damagesmistake of fact or law or any error of judgment, or have for any obligations other than the duties prescribed in this Agreement in carrying out act or executing the purposes and intent of this Agreement. Howeveromission, nothing in this Agreement shall relieve the Escrow Agent from liability arising out except as a result of its own bad faith, willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be responsible for any loss incurred upon any investment made under circumstances not constituting bad faith, willful misconduct or gross negligence. Without limiting the generality of the foregoing, it is hereby agreed that in no event will the Escrow Agent and its agents and affiliates be liable to for any party to lost profits or other indirect, special, incidental or consequential damages which the parties may incur or experience by reason of having entered into or relied on this Agreement or to any third-party as a result arising out of any action or omission taken or made by in connection with the Escrow Agent’s performance of services hereunder, even if the Escrow Agent in good faith. The parties to this Agreement will indemnify was advised or otherwise made aware of the possibility of such damages; nor shall the Escrow Agent be liable for acts of God, acts of war, breakdowns or malfunctions of machines or computers, interruptions or malfunctions of communications or power supplies, labor difficulties, actions of public authorities, or any other similar cause or catastrophe beyond the Escrow Agent, hold ’s reasonable control. In the event that the Escrow Agent harmlessshall be uncertain as to its duties or rights hereunder, or shall receive any certificate, statement, request, notice, advice, instruction, direction or other agreement or instrument from any other party with respect to the Escrow Fund which, in the Escrow Agent’s reasonable and reimburse good faith opinion, is in conflict with any of the provisions of this Agreement, or shall be advised that a dispute has arisen with respect to the Escrow Fund or any part thereof, the Escrow Agent fromshall be entitled, against and forwithout liability to any person, to refrain from taking any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) action other than to keep safely the Escrow Fund until the Escrow Agent may suffer or incur by reason of its execution and performance of shall be directed otherwise in accordance with this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on under no duty to institute or defend any written noticelegal proceedings, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then although the Escrow Agent may, in its discretion and at its optionthe expense of Purchaser as provided in Sections 9(c) or 9(d) hereof, refuse to comply with any claims institute or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any defend such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedproceedings.

Liability of Escrow Agent. a. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement, including without limitation the Offering Document. The Escrow Agent shall not be liable for any damages, action taken or have omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any obligations other than loss to the duties prescribed Issuer or any Subscriber. Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Escrow Funds in this Agreement in carrying out or executing accordance with the purposes and intent terms of this Escrow Agreement. HoweverEscrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, nothing in this Agreement instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall relieve believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if the Escrow Agent from liability arising out has been advised of its own willful misconduct the likelihood of such loss or gross negligencedamage and regardless of the form of action. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Offering Document, or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, Escrow Agent shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Issuer and any Subscriber. Escrow Agent shall not be responsible or liable in any manner for the performance by Issuer or any Subscriber of their respective obligations under any subscription agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of Issuer or any third party (including any Subscriber) to honor any of the provisions of this Escrow Agreement. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party to this Agreement hereto, and shall incur no liability and shall be fully indemnified from any reasonable liability whatsoever in acting in accordance with the reasonable opinion or to any third-party as a result instruction of such counsel. Issuer shall promptly pay, upon demand, the reasonable fees and expenses of any action such counsel. b. The Escrow Agent is authorized, in its sole discretion, to comply with orders issued or omission taken or made process entered by any court with respect to the Escrow Funds, without determination by the Escrow Agent of such court's jurisdiction in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreementmatter. If any legal questions arise concerning portion of the Escrow Agent's duties and obligations Funds is at any time attached, garnished or levied upon under this Agreementany court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent is authorized, in its reasonable discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be or become liable in to any way of the parties hereto or to any other person for its failure or refusal to act and entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. Notwithstanding the foregoing, the Escrow Agent shall be entitled to continue to so refrain from acting until provide the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party toIssuer, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itselfBoustead, and has assumed, without investigation, SI Securities with immediate notice of any such court order or similar demand and the authority of the individuals executing this Agreement opportunity to be so authorized on behalf of the party interpose an objection or parties involvedobtain a protective order.

Liability of Escrow Agent. The (a) Escrow Agent shall have no duties or responsibilities except as expressly set forth herein and no other duties and obligations shall be implied (fiduciary or otherwise). Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. Escrow Agent shall be under no liability to the other parties hereto or to anyone else by reason of any failure on the part of any party hereto or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. Except for amendments to this Agreement referred to below, and except for instructions given to Escrow Agent pursuant to a Joint Written Direction, Escrow Agent shall not be liable for obligated to recognize any damagesagreement between any and all of the persons referred to herein, notwithstanding that references thereto may be made herein and whether or have not it has knowledge thereof. In the event of any obligations other than conflict between the duties prescribed in terms and provisions of this Agreement in carrying out or executing and any other agreement, as to Escrow Agent, the purposes terms and intent conditions of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The control subject to Section 28 hereof. (b) Escrow Agent shall not be liable to the Company or the Placement Agent or to anyone else for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Company or the Placement Agent. In no event shall Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages of any kind whatsoever (including lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The officers, directors, members, partners, trustees, employees, agents, attorneys or other representatives and Affiliates of Escrow Agent owe no duty or obligation to any party to this Agreement or hereunder and shall have no liability to any third-party as a result person by reason of any action error of judgment, for any act done or omission taken not done, for any mistake of fact or made by the Escrow Agent in good faithlaw, or otherwise. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution rely conclusively, and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on acting, upon any written order, notice, instruction (including a Joint Written Direction (such as a wire transfer instruction)), request, waiverdemand, consentcertificate, authorizationopinion or advice of counsel (including counsel chosen by Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity (including the authority of the person signing or presenting the same) and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained), which is believed by Escrow Agent to be genuine and to be signed or presented by the proper person or persons. Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms thereof, unless evidenced by a writing delivered to Escrow Agent signed by the proper party or parties and, if the duties or rights of Escrow Agent are affected, unless it shall give its prior written consent thereto. (c) Escrow Agent shall not be obligated to take any legal or other action or commence any proceeding in connection with the Escrow AgentFunds, any account in which Escrow Funds are deposited, this Agreement or any other agreement, or to prosecute or defend any such legal action or proceeding (whether or not it shall have been furnished with acceptable indemnification and advancement). Escrow Agent may consult qualified legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute or question involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instruction of such counsel. The Company shall promptly pay, upon demand, the reasonable fees, costs and expenses of any such counsel. (d) Escrow Agent shall not be responsible for the sufficiency or accuracy of the form of, or the execution, validity, value or genuineness of, any document or property received, held or delivered by it hereunder, or of any signature or endorsement thereon, or for any lack of endorsement thereon, or for any description therein; nor shall Escrow Agent be responsible or liable to the other parties hereto or to anyone else in any respect on account of the identity, authority or rights of the persons executing or delivering or purporting to execute or deliver any document or property or this Agreement; provided, however, that Escrow Agent shall be responsible for the sufficiency and accuracy of any document prepared or signed by it or on its behalf. Escrow Agent shall have no responsibility with respect to the use or application of any Escrow Funds after they are disbursed by Escrow Agent pursuant to the provisions hereof. Escrow Agent shall have no duty to solicit any payment which may be due to be paid in Escrow Funds or to confirm or verify the accuracy or correctness of any amounts delivered in accordance with this Agreement. (e) Escrow Agent shall have the right to assume in the absence of written notice to the contrary from the proper person or persons that a fact or an event by reason of which an action would or might be taken by Escrow Agent does not exist or has not occurred, without incurring liability to the other parties hereto or to anyone else for any action taken or omitted, or any action suffered by it to be taken or omitted, in good faith, believes in reliance upon such assumption. (f) Escrow Agent is authorized, in its sole discretion, to be genuine and what it purports comply with orders issued or process entered by any court with respect to bethe Escrow Funds, without determination by Escrow Agent of such court’s jurisdiction in the matter. If there any portion of the Escrow Funds is at any disagreement between time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by qualified legal counsel selected by it is binding upon it without the need for appeal or other action; and if Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way hereto or to any other person for its failure or refusal to act and the Escrow Agent shall entity by reason of such compliance even though such order, writ, judgment or decree may be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party tosubsequently reversed, nor has it reviewed modified, annulled, set aside or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedvacated.

Liability of Escrow Agent. The Escrow Agent shall not be liable for a. In performing any damagesof its duties under this Agreement, or have any obligations other than upon the claimed failure to perform its duties prescribed in this Agreement in carrying out or executing hereunder, the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to anyone for any party to this Agreement damages, losses, or to any third-party expenses which it may incur as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties so acting, or failing to this Agreement will indemnify act; provided, however, the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, liable for damages arising out of its willful default or other paper misconduct or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take its gross negligence under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such eventAccordingly, the Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel, or become liable in any way or counsel for the Company, which is given with respect to any questions relating to the duties and responsibilities of the Escrow Agent hereunder, or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Escrow Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, if the Escrow Agent shall in good faith believe such document to be genuine, to have been signed or presented by a proper person or persons, and to conform with the provisions of this Agreement. b. The Company hereby agrees to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may be incurred by it resulting from any act or omission of the Company; provided, however, that the Company shall not indemnify the Escrow Agent for any losses, claims, damages, or expenses arising out of the Escrow Agent’s willful default, misconduct, or gross negligence under this Agreement. c. If a dispute ensues between any of the parties hereto which, in the opinion of the Escrow Agent, is sufficient to justify its failure or refusal to act and doing so, the Escrow Agent shall be entitled to continue tender into the registry or custody of any court of competent jurisdiction, including the Circuit Court of Grange County, Florida, all money or property in its hands under the terms of this Agreement, and to so refrain file such legal proceedings as it deems appropriate, and shall thereupon he discharged from acting until the dispute is resolved by the parties involvedall further duties under this Agreement. PNC Bank is acting solely Any such legal action may be brought in any such court as the Escrow Agent shall determine to have jurisdiction thereof. The Company shall indemnify the Escrow Agent against its reasonable court costs and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedattorneys’ fees incurred in filing such legal proceedings.

Liability of Escrow Agent. The Escrow Agent shall not be liable for i. In performing any damagesof its duties under this Agreement, or have any obligations other than upon the claimed failure to perform its duties prescribed in this Agreement in carrying out or executing hereunder, the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to anyone for any party to this Agreement damages, losses, or to any third-party expenses which it may incur as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties so acting, or failing to this Agreement will indemnify act; provided, however, the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, liable for damages arising out of its willful default or other paper misconduct or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take its gross negligence under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such eventAccordingly, the Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel, or become liable in any way or counsel for the Company, which is given with respect to any questions relating to the duties and responsibilities of the Escrow Agent hereunder, or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Escrow Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, if the Escrow Agent shall in good faith believe such document to be genuine, to have been signed or presented by a proper person or persons, and to conform with the provisions of this Agreement. ii. The Company hereby agrees to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may be incurred by it resulting from any act or omission of the Company; provided, however, that the Company shall not indemnify the Escrow Agent for any losses, claims, damages, or expenses arising out of the Escrow Agent's willful default, misconduct, or gross negligence under this Agreement. iii. If a dispute ensues between any of the parties hereto which, in the opinion of the Escrow Agent, is sufficient to justify its failure or refusal to act and doing so, the Escrow Agent shall be entitled to continue tender into the registry or custody of any court of competent jurisdiction, including the Circuit Court of Grange County, Florida, all money or property in its hands under the terms of this Agreement, and to so refrain file such legal proceedings as it deems appropriate, and shall thereupon be discharged from acting until the dispute is resolved by the parties involvedall further duties under this Agreement. PNC Bank is acting solely Any such legal action may be brought in any such court as the Escrow Agent shall determine to have jurisdiction thereof. The Company shall indemnify the Escrow Agent against its reasonable court costs and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedattorneys' fees incurred in filing such legal proceedings.

Liability of Escrow Agent. It is understood and agreed that the duties of the Escrow Agent are purely ministerial in nature. It is further agreed that: A. The Escrow Agent shall not be required to enforce any of the terms or conditions of any other agreement between the Company and any prospective purchaser or purchaser, nor shall the Escrow Agent be responsible for the performance by the Company of its respective obligations under this Agreement. B. The Escrow Agent may, at its own discretion, refuse to accept any deposits lacking required documentation or containing discrepancies. C. The Escrow Agent shall be under no duty collect any check or other payment instrument delivered to it hereunder that is dishonored, but the Escrow Agent shall within a reasonable time return to the Company any such check or other payment instrument together with any information which accompanied such check, draft or other payment instrument. The Company shall have the right to obtain a replacement check for any dishonored check or payment instrument even if the Subscription Period shall have ended, but not later than the tenth (10th) business day after the end of the Subscription Period. D. The Escrow Agent shall have the right to act in reliance upon any document, instrument or signature believed by it to be genuine and to assume that any person purporting to give any notice or instructions in accordance with this Agreement or in connection with any transaction to which this Agreement relates has been duly authorized to do so. The Escrow Agent shall not be obligated to make any inquiry as to the authority, capacity, existence or identity of any person purporting to give any such notice or instructions. E. The Escrow Agent shall not be liable for any damages, action taken or have any obligations other than omitted hereunder except in the duties prescribed in this Agreement in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out case of its own gross negligence or willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counselmisconduct. The Escrow Agent shall be protected entitled to consult with counsel of its own choosing and shall not be liable for any action taken, suffered or omitted by it in acting on any written notice, request, waiver, consent, authorization, or other paper or document which accordance with the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any advice of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the counsel. F. The Escrow Agent shall have no responsibility at any time to ascertain whether or not be any security interest exists in the Escrow Account or become liable in any way part thereof or to file any person for its failure or refusal financing statement under the Uniform Commercial Code with respect to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed Account or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedpart thereof.

Liability of Escrow Agent. a. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement, including without limitation the Offering Document. The Escrow Agent shall not be liable for any damages, action taken or have omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any obligations other than loss to Issuer or any Subscriber. Escrow Agent’s sole responsibility shall be for the duties prescribed safekeeping and disbursement of the Escrow Funds in this Agreement in carrying out or executing accordance with the purposes and intent terms of this Escrow Agreement. HoweverEscrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, nothing in this Agreement instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall relieve believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if the Escrow Agent from liability arising out has been advised of its own willful misconduct the likelihood of such loss or gross negligencedamage and regardless of the form of action. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Offering Document, or to appear in (unless required by law), prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, Escrow Agent shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Issuer and any Subscriber. Escrow Agent shall not be responsible or liable in any manner for the performance by Issuer or any Subscriber of their respective obligations under any subscription agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of Issuer or any third party (including any Subscriber) to honor any of the provisions of this Escrow Agreement. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party to this Agreement hereto, and shall incur no liability and shall be fully indemnified from any reasonable liability whatsoever in acting in accordance with the reasonable opinion or to any third-party as a result instruction of such counsel. Issuer shall promptly pay, upon demand, the reasonable fees and expenses of any action such counsel. b. The Escrow Agent is authorized, in its sole discretion, to comply with orders issued or omission taken or made process entered by any court with respect to the Escrow Funds, without determination by the Escrow Agent of such court’s jurisdiction in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreementmatter. If any legal questions arise concerning portion of the Escrow Agent's duties and obligations Funds is at any time attached, garnished or levied upon under this Agreementany court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent is authorized, in its reasonable discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be or become liable in to any way of the parties hereto or to any other person for its failure or refusal to act and entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. Notwithstanding the foregoing, the Escrow Agent shall be entitled provide Issuer and SI Securities with immediate notice of any such court order or similar demand and the opportunity to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not interpose an objection or obtain a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedprotective order.

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damages, or have any obligations other than the duties prescribed in this Agreement herein in carrying out or executing the purposes and intent of this Escrow Agreement. However; provided, however, that nothing in this Agreement herein contained shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement hereto or to any third-third party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If In the event any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreementhereunder, then the Escrow Agent may consult with its counsel and rely without liability on upon written opinions given to it by its such counsel. The Escrow Agent shall be protected in acting on upon any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If In the event that there is shall be any disagreement between any of the parties to this Agreement, or between them or any of them and any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if in the event that Escrow Agent, in good faith, is shall be in doubt as to what action it should take under this Agreementhereunder, then the Escrow Xxxxxx Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreementhereunder, so long as the such disagreement continues or the such doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC National City Bank of Pennsylvania is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involved.

Liability of Escrow Agent. The Escrow Agent shall not be liable for a. In performing any damagesof its duties under this Agreement, or have any obligations other than upon the claimed failure to perform its duties prescribed in this Agreement in carrying out or executing hereunder, the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to anyone for any party to this Agreement damages, losses, or to any third-party expenses which it may incur as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties so acting, or failing to this Agreement will indemnify act; provided, however, the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, liable for damages arising out of its willful misconduct or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take its gross negligence under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such eventAccordingly, the Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel or become liable in any way or counsel for the Company which is given with respect to any questions relating to the duties and responsibilities of the Escrow Agent hereunder, or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Escrow Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, if the Escrow Agent shall in good faith believe such document on its face to be genuine, to have been signed or presented by a proper person or persons, and to conform with the provisions of this Agreement. b. The Company hereby agrees to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may be incurred by it resulting from any act or omission of the Company; provided, however, that the Company shall not indemnify the Escrow Agent for any losses, claims, damages, or expenses arising out of the Escrow Agent’s willful default, misconduct, or gross negligence under this Agreement. In no event shall the Escrow Agent be liable for any indirect or consequential damages. c. If a dispute ensues between any of the parties hereto which, in the opinion of the Escrow Agent, is sufficient to justify its failure or refusal to act and doing so, the Escrow Agent shall be entitled to continue tender into the registry or custody of any court of competent jurisdiction, including the Circuit Court of Palm Beach County, Florida, all money or property in its hands under the terms of this Agreement, and to so refrain file such legal proceedings as it deems appropriate, and shall thereupon be discharged from acting until the dispute is resolved by the parties involvedall further duties under this Agreement. PNC Bank is acting solely Any such legal action may be brought in any such court as the Escrow Agent shall determine to have jurisdiction thereof. The Company shall indemnify the Escrow Agent against its reasonable court costs and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedattorneys’ fees incurred in filing such legal proceedings.

Liability of Escrow Agent. The Escrow Agent shall not be liable for (a) In performing any damagesof its duties under this Agreement, or have any obligations other than upon the claimed failure to perform its duties prescribed in this Agreement in carrying out or executing hereunder, the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to anyone for any party to this Agreement damages, losses, or to any third-party expenses which it may incur as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties so acting, or failing to this Agreement will indemnify act; provided, however, the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, liable for damages arising out of its willful default or other paper misconduct or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take its gross negligence under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such eventAccordingly, the Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel or become liable in any way or counsel for the Company which is given with respect to any questions relating to the duties and responsibilities of the Escrow Agent hereunder, or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Escrow Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, if the Escrow Agent shall in good faith believe such document to be genuine, to have been signed or presented by a proper person or persons, and to conform with the provisions of this Agreement. (b) The Company hereby agrees to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may be incurred by it resulting from any act or omission of the Company; provided, however, that the Company shall not indemnify the Escrow Agent for any losses, claims, damages, or expenses arising out of the Escrow Agent’s willful default, misconduct, or gross negligence under this Agreement. (c) If a dispute ensues between any of the parties hereto which, in the opinion of the Escrow Agent, is sufficient to justify its failure or refusal to act and doing so, the Escrow Agent shall be entitled to continue tender into the registry or custody of any court of competent jurisdiction, including the Circuit Court of Orange County, Florida, all money or property in its hands under the terms of this Agreement, and to so refrain file such legal proceedings as it deems appropriate, and shall thereupon be discharged from acting until the dispute is resolved by the parties involvedall further duties under this Agreement. PNC Bank is acting solely Any such legal action may be brought in any such court as the Escrow Agent shall determine to have jurisdiction thereof. The Company shall indemnify the Escrow Agent against its reasonable court costs and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedattorneys’ fees incurred in filing such legal proceedings.

Liability of Escrow Agent. It is understood and agreed that the duties of the Escrow Agent are purely ministerial in nature. It is further agreed that: A. The Escrow Agent shall not be required to enforce any of the terms or conditions of any other agreement between the Company and any prospective purchaser or purchaser, nor shall the Escrow Agent be responsible for the performance by the Company of its respective obligations under this Escrow Agreement. B. The Escrow Agent may, at its own discretion, refuse to accept any deposits lacking required documentation or containing discrepancies. C. The Escrow Agent shall be under no duty to collect any check or other payment instrument delivered to it hereunder that is dishonored, but the Escrow Agent shall within a reasonable time return to the Company any such check or other payment instrument together with any information which accompanied such check, draft or other payment instrument. D. The Escrow Agent shall have the right to act in reliance upon any document, instrument or signature believed by it to be genuine and to assume that any person purporting to give any notice or instructions in accordance with this Escrow Agreement or in connection with any transaction to which this Escrow Agreement relates has been duly authorized to do so. The Escrow Agent shall not be obligated to make any inquiry as to the authority, capacity, existence or identity of any person purporting to give any such notice or instructions. E. The Escrow Agent shall not be liable for any damages, action taken or have any obligations other than omitted hereunder except in the duties prescribed in this Agreement in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out case of its own gross negligence or willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counselmisconduct. The Escrow Agent shall be protected entitled to consult with counsel of its own choosing and shall not be liable for any action taken, suffered or omitted by it in acting on any written notice, request, waiver, consent, authorization, or other paper or document which accordance with the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any advice of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the counsel. F. The Escrow Agent shall have no responsibility at any time to ascertain whether or not be any security interest exists in the Escrow Account or become liable in any way part thereof or to file any person for its failure or refusal financing statement under the Uniform Commercial Code with respect to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed Account or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedpart thereof.

Liability of Escrow Agent. The 6.1 Escrow Agent shall not be liable or responsible for any damagesLiabilities which may result from anything done or omitted to be done by it in accordance with the provisions of this Agreement and shall bear no obligation or responsibility to any person in respect of the operation of the Escrow Account or its application of the Escrow Moneys unless such Liability arises as a result of negligence or fraud or willful misconduct on the part of Escrow Agent, or have any obligations other than as a result of a breach by the duties prescribed in this Agreement in carrying out or executing the purposes and intent Escrow Agent of this Agreement. HoweverIn particular, nothing in this Agreement shall relieve but without limiting the generality of the foregoing, the Escrow Agent from liability shall not be liable to the other Parties for any failure to maximize the amount of interest or other amounts earned on all or part of the Escrow Moneys. Under no circumstances shall Escrow Agent be liable for any consequential or special loss, or indirect, consequential or punitive damages, however caused or arising out (including loss of business, goodwill, opportunity or profit) even if advised of the possibility of such loss or damage. 6.2 The duties of the Escrow Agent are purely administrative in nature. No implied duties or obligations shall be imposed on the Escrow Agent by virtue of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under entering into this Agreement shall be entirely administrative and not discretionaryor its agreeing to provide the services hereunder. The Escrow Agent shall not be liable obliged to perform any additional duties unless it shall have previously agreed to perform such duties. The Escrow Agent shall not be under any obligation to take any action under this Agreement that it expects will result in any expense to, or Liability for, it, the payment of which is not, in its opinion, assured to it within a reasonable time. 6.3 The Company shall indemnify and hold harmless the Escrow Agent for an amount equal to any party and all Liabilities or obligations of any kind whatsoever (and any interest thereon) (including, but not limited to, all properly incurred and reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that may be imposed on or incurred by the Escrow Agent in connection with any action, claim or proceeding of any kind brought or threatened to this Agreement be brought against it as a result of its acting hereunder or to any third-party as a result of any action or omission taken or omitted to be taken by it before the date of this Agreement in preparation for acting hereunder; provided that the Company shall not have any obligation to indemnify the Escrow Agent or any of its officers and employees or any other person for any claims arising in consequence of the negligence, fraud or willful and material default on the part of the Escrow Agent. 6.4 The Escrow Agent shall not be responsible or liable for any Liability incurred in relation to the Escrow Moneys arising from any transaction made by it in good faith, or from any failure to diversify investment, or arising by reason of any other matter or thing except for any such loss or damage incurred in consequence of negligence, fraud or willful misconduct on the part of the Escrow Agent, or as a result of a breach by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. . 6.5 The Escrow Agent shall be protected in entitled to rely on, and shall not be liable for acting on upon, and shall be entitled to treat as genuine and as the document it purports to be, any written noticeinstruction, requestletter, waiver, consent, authorizationnotice or other document furnished to it by the Purchaser or the Company, or any lawyer or other paper or document which expert in whatever format and by whatever means, including electronic, and believed by the Escrow Agent, in good faithits absolute discretion, believes to be genuine and what it purports to be. If there is any disagreement between any have been signed and presented by the proper person or persons. 6.6 For the avoidance of doubt: (a) the Escrow Moneys are held to the order of the parties Company and the Purchaser; (b) the Escrow Agent shall act on the instruction of the Company and the Purchaser, as set forth in this Agreement and the Purchase Agreement; (c) the Escrow Agent shall not act on the instructions of any other person in relation to the Escrow Account or the application of any moneys standing to the credit thereto, other than as set forth in this Agreement; (d) the Parties agree and acknowledge that the Escrow Agent is not a party to the Purchase Agreement and has been provided a copy of the Purchase Agreement for reference only. Accordingly, any references in this Agreement to the Purchase Agreement shall bind the Company and the Purchaser only, and the Escrow Agent shall not be required to investigate the occurrence of any event, or the satisfaction of any condition, under the Purchase Agreement in order to discharge its obligations under this Agreement; and (e) the Escrow Agent shall not owe any duties or responsibilities to any party who is not a party to this Agreement, or between them and the Escrow Agent shall not be obliged to ensure that any such parties receive any distributions of the Escrow Moneys pursuant to this Agreement, the Purchase Agreement or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if document. 6.7 If the Escrow Agent, in good faith, Agent is in doubt uncertain as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent circumstances, it shall be entitled to continue seek and rely upon, and shall be protected in acting in good faith upon, the advice or opinion of, or any information (whether addressed to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent or not) obtained, in the form of a written opinion setting out the basis for the Escrow Agent’s actions (which will be made available to the other Parties upon demand of any of them) from any reputable lawyer or other expert and is shall not a party to, nor has it reviewed be responsible or approved liable for any agreement Liability occasioned by so acting (or matter for any delay or inaction pending the obtaining of background related to such advice or opinion in good faith). 6.8 The indemnities contained in this Section 6 shall survive the termination of this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involved.

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damagesAgent’s sole duty and responsibility hereunder is to receive, or have any obligations other than hold, and distribute the duties prescribed Holdback Amount in accordance with the terms of Section 1.4, above, and this Agreement in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligenceSection 1.5. The Escrow Agent's duties and obligations ’s liability under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable limited to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's such duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counselresponsibilities. The Escrow Agent shall be protected in acting on upon any written notice, request, affidavit, certificate, waiver, consent, authorizationreceipt, judgment, court order or other paper or document which the Escrow Agent, Agent in good faith, faith believes to be genuine and what it purports to be. If there is any disagreement between In performing any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such eventduties hereunder, the Escrow Agent shall not be incur any liability to anyone for damages, losses or become liable in any way expenses, except for willful default or to any person for its failure or refusal to act and breach of trust, and, accordingly, the Escrow Agent shall be entitled not incur any such liability with respect to continue (i) any action taken or omitted in good faith upon advice of its counsel given with respect to so refrain from acting until any questions relating to the dispute is resolved by the parties involved. PNC Bank is acting solely as duties and responsibilities of the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to under this Agreement, other than or (ii) any action taken or omitted in reliance upon any instrument, including any written notice, request or instruction provided for in this Agreement itselfAgreement, not only as to its due execution and has assumedthe validity and effectiveness of its provisions, without investigationbut also as to the truth and accuracy of any information contained therein, which the authority Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform with the provisions of this Agreement. The Escrow Agent shall not be liable for any error or judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct. The Escrow Agent shall have no responsibility with respect to the application of the individuals executing this Agreement Holdback Amount disbursed by it pursuant to be so authorized on behalf of the party or parties involvedprovisions hereof.

Liability of Escrow Agent. The Escrow Agent shall not be liable for a. In performing any damagesof its duties under the Agreement, or have any obligations other than upon a claimed failure to perform its duties hereunder, the duties prescribed in this Agreement in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to anyone for any party to this Agreement damages, losses or to any third-party expenses which it may incur as a result of so acting or failing to act; provided that the Escrow Agent shall be liable for damages arising out of its willful default or misconduct or its negligence under this Agreement. Accordingly, the Escrow Agent shall not incur any such liability with respect to (i) any action or omission taken or made omitted to be taken in good faith upon advice of its counsel which is given with respect to any question relating to the duties and responsibilities of the Escrow Agent hereunder; or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, if the Escrow Agent shall in good faith believe such document to be genuine, to have been signed or presented by an authorized person, and to conform with the provisions of this Agreement. b. The Company shall indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may be imposed against or otherwise incurred by the Escrow Agent in good faith. The parties to connection with its acceptance of its appointment or the performance of its duties hereunder, including, without limitation, any litigation arising from this Agreement will indemnify or involving the Escrow Agent, hold subject matter thereof; provided that if the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer shall be found guilty of willful misconduct or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations gross negligence under this Agreement, then the Escrow Agent shall bear all such losses, claims, damages and expenses. c. If a dispute ensues between or among any of the parties hereto which, in the opinion of the Escrow Agent, is sufficient to justify its doing so, the Escrow Agent shall retain legal counsel of its choice as it reasonably may consult with deem necessary to advise it concerning its counsel obligations hereunder and rely without liability on written opinions given to represent it in any litigation to which it may be a part by its counselreason of this Agreement. The Escrow Agent shall be protected entitled to tender into the registry or custody of any court of competent jurisdiction all money or property in acting on any written notice, request, waiver, consent, authorization, or other paper or document which its hands under the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any terms of the parties to this Agreement, or between them or any other personand to file such legal proceedings as it deems appropriate, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take and shall thereupon be discharged from all further duties under this Agreement. Any such legal action may only be brought in the courts located in St. Lucie County, then Florida. In connection with such dispute, the Company shall indemnify the Escrow Agent may, against its court costs and reasonable attorney’s fees incurred. d. The Escrow Agent may resign at its option, refuse any time upon giving 30 days’ notice to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or Company. If a successor escrow agent is not appointed jointly by the doubt exists. In any such eventCompany and the Placement Agent within 30 days after notice of resignation, the Escrow Agent shall not be or become liable may petition any court of competent jurisdiction located in any way or St. Lucie County, Florida to any person for its failure or refusal to act name a successor escrow agent and the Escrow Agent herein shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter fully relieved of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing all liability under this Agreement to be so authorized on behalf any and all parties upon the transfer to the successor escrow agent designated jointly by the Company and the Placement Agent or appointed by the court of the party or parties involvedEscrowed Funds and all related documentation, including appropriate information to assist the successor escrow agent with the reporting of earnings of the Escrowed Funds to the appropriate state and federal agencies in accordance with applicable state and federal income tax laws.

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damages, or have any obligations other than the duties prescribed in this Agreement in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's ’s duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will jointly and severally indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's ’s fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's ’s duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC National City Bank of Pennsylvania is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involved.. Escrow Agreement

Liability of Escrow Agent. The Escrow Agent shall not be liable for a. In performing any damagesof its duties under the Restated Agreement, or have any obligations other than upon the claimed failure to perform its duties prescribed in this Agreement in carrying out or executing hereunder, the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to anyone for any party to this Agreement damages, losses or to any third-party expenses which it may incur as a result of the Escrow Agent so acting, or failing to act; provided, however, the Escrow Agent shall be liable for damages arising out of its willful default or misconduct or its gross negligence under this Restated Agreement. Accordingly, the Escrow Agent shall not incur any such liability with respect to (i) any action or omission taken or made omitted to be taken in good faith upon advice of its counsel or counsel for the Company which is given with respect to any questions relating to the duties and responsibilities of the Escrow Agent hereunder; or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Restated Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, if the Escrow Agent shall in good faith believe such document to be genuine, to have been signed or presented by a proper person or persons, and to conform with the provisions of this Restated Agreement. b. The Company agrees to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may be imposed by the Escrow Agent or incurred by it in good faith. The connection with its acceptance of this appointment as Escrow Agent hereunder or the performance of its duties hereunder, including, without limitation, any litigation arising from this Restated Agreement or involving the subject matter thereof; except, that if the Escrow Agent shall be found guilty of willful default, misconduct or gross negligence under this Restated Agreement, then, in that event, the Escrow Agent shall bear all such losses, claims, damages and expenses. c. If a dispute ensues between any of the parties to this Agreement will indemnify hereto which, in the opinion of the Escrow Agent, hold is sufficient to justify its doing so, the Escrow Agent harmless, shall retain legal counsel of its choice as it reasonably may deem necessary to advise it concerning its obligations hereunder and reimburse the Escrow Agent from, against and for, to represent it in any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent litigation to which it may suffer or incur be a party by reason of its execution and performance of this Restated Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected entitled to tender into the registry or custody of any court of competent jurisdiction all money or property in acting on any written notice, request, waiver, consent, authorization, or other paper or document which its hands under the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any terms of the parties to this Restated Agreement, or between them or any other personand to file such legal proceedings as it deems appropriate, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take and shall thereupon be discharged from all further duties under this Restated Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other . Any such legal action under this Agreement, so long as the disagreement continues or the doubt exists. In may be brought in any such event, court as the Escrow Agent shall not be or become liable in any way or determine to any person for its failure or refusal to act and have jurisdiction thereof. In connection with such dispute, the Company shall indemnify the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent against its court costs and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedreasonable attorney’s fees incurred.

Liability of Escrow Agent. The Escrow Agent shall not be liable for (a) In performing any damagesof its duties under this Agreement, or have any obligations other than upon the claimed failure to perform its duties prescribed in this Agreement in carrying out or executing hereunder, the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to anyone for any party to this Agreement damages, losses or to any third-party expenses which it may incur as a result of the Escrow Agent so acting, or failing to act; provided, however, the Escrow Agent shall be liable for damages arising out of its willful default or misconduct, its gross negligence under this Agreement, or any action or omission taken or made material breach of this Agreement by the Escrow Agent. Accordingly, the Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted to be taken in good faith. The faith upon advice of its counsel or counsel for the Company which is given with respect to any questions relating to the duties and responsibilities of the Escrow Agent hereunder; or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for this Escrow Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, if the Escrow Agent shall in good faith believe such document to be genuine, to have been signed or presented by a proper person or persons, and to conform with the provisions of this Agreement. (b) If a dispute ensues between any of the parties to this Agreement will indemnify hereto which, in the opinion of the Escrow Agent, hold is sufficient to justify its doing so, the Escrow Agent harmless, shall retain legal counsel of its choice as it reasonably may deem necessary to advise it concerning its obligations hereunder and reimburse the Escrow Agent from, against and for, to represent it in any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent litigation to which it may suffer or incur be a part by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected entitled to tender into the registry or custody of any court of competent jurisdiction all money or property in acting on any written notice, request, waiver, consent, authorization, or other paper or document which its hands under the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any terms of the parties to this Agreement, or between them or any other personand to file such legal proceedings as it deems appropriate, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take and shall thereupon be discharged from all further duties under this Agreement, then . Any such legal action may be brought in any such court as the Escrow Agent may, shall determine to have jurisdiction thereof. (c) The Escrow Agent may resign at its option, refuse any time upon giving thirty (30) days written notice to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or Company and FIG. If a successor escrow agent is not appointed by the doubt exists. In any such eventCompany and FIG within thirty (30) days after notice of resignation, the Escrow Agent shall not be or become liable in may petition any way or court of competent jurisdiction to any person for its failure or refusal to act name a successor escrow agent, and the Escrow Agent herein shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter fully relieved of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing all liability under this Agreement to be so authorized on behalf any and all parties upon the transfer of the party Escrowed Funds and all related documentation thereto except for liability arising from the Escrow Agent’s willful default or parties involvedmisconduct or gross negligence, including appropriate information to assist the successor escrow agent with the reporting of earnings of the Escrowed Funds to the appropriate state and federal agencies in accordance with the applicable state and federal income tax laws, to the successor escrow agent designated by the Company and FIG or appointed by the court.

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damages, or have any obligations other than the duties prescribed in this Agreement in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's ’s duties and obligations under this Agreement shall be entirely administrative determined solely by the express provisions of this Agreement and the Escrow Agent shall not discretionaryhave any duties or responsibilities except as expressly provided in this Agreement. The Escrow Agent shall not be obligated to recognize, and shall not have any liability or responsibility arising under, any agreement to which the Escrow Agent is not a party, even though reference thereto may be made herein. With respect to the Escrow Agent’s responsibility, SGASH, Xxxxx Inc. and Cowen LLC further agree that: (a) The Escrow Agent shall not be liable to anyone whomsoever by reason of any party error of judgment or for any act done or step taken or omitted by the Escrow Agent, or for any mistake of fact or law or anything which the Escrow Agent may do or refrain from doing in connection herewith, except to the extent caused by or arising out of the Escrow Agent’s gross negligence or willful misconduct. The Escrow Agent may consult with counsel and accountants of its own choice and execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it and shall have full and complete authorization and protection for any action taken or suffered by the Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel or accountants. SGASH, Xxxxx Inc. and Cowen LLC shall jointly and severally indemnify and hold the Escrow Agent and its directors, agents and employees harmless from and against any and all liability and expense which may arise out of any action taken or omitted by the Escrow Agent in accordance with this Agreement, except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss. This Section 4(a) shall survive notwithstanding any termination of this Agreement or the Escrow Agent’s resignation. Anything in this Escrow Agreement to any third-party as a result the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any action kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or omission taken damage and regardless of the form of action. (b) SGASH and Cowen LLC may examine the records pertaining to the Escrow Fund at any time during normal business hours at the Escrow Agent’s office upon twenty-four (24) hours’ prior notice. (c) The provisions of this Agreement are solely for the benefit of the parties hereto, their successors, permitted assigns and heirs and to no other person whomsoever. (d) No succession to, or made assignment of, the interest of SGASH, Xxxxx Inc. or Cowen LLC shall be binding upon the Escrow Agent unless and until written evidence of such succession or assignment, in form reasonably satisfactory to the Escrow Agent, has been delivered to and acknowledged by the Escrow Agent. (e) The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notices, requests or instructions signed by the proper parties or bearing a signature or signatures believed by the Escrow Agent in good faithfaith to be the genuine signatures of the proper parties and shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The parties to this Agreement will indemnify In the Escrow Agent, hold event that the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agentparty hereto which, in good faithits reasonable opinion, believes to be genuine and what it purports to be. If there is any disagreement between conflict with any of the parties to provisions of this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then shall notify SGASH and Cowen LLC of such fact and request that they direct the Escrow Agent mayin writing as to the appropriate action. (f) In case any property held by the Escrow Agent shall be attached, at its optiongarnished or levied upon under a court order, refuse or the delivery thereof shall be stayed or enjoined by a court order, or any writ, order, judgment or decree shall be made or entered by any court, or any order, judgment or decree shall be made or entered by any court affecting the property deposited under this Agreement or any part thereof, the Escrow Agent is hereby expressly authorized to obey and comply with any claims all writs, orders, judgments or demands on it decrees so entered or refuse to take any other action under this Agreementissued, so long as whether with or without jurisdiction, and in case the disagreement continues Escrow Agent obeys or the doubt exists. In complies with any such eventwrit, order, judgment or decree, the Escrow Agent shall not be or become liable in any way to SGASH and Cowen LLC or to any other person for by reason of such compliance in connection with such litigation. SGASH agrees to pay to the Escrow Agent on demand its failure or refusal reasonable and documented costs, attorneys’ fees, charges, disbursements and expenses in connection with such litigation. (g) The Escrow Agent reserves the right to act resign at any time by giving written notice of resignation to SGASH, Xxxxx Inc. and Cowen LLC specifying the effective date thereof, provided that the Escrow Agent shall be entitled to continue to so refrain from acting perform all of its duties and obligations set forth hereunder until the dispute is resolved by distribution of the parties involvedproperty held hereunder to a successor escrow agent. PNC Bank is acting solely as Within sixty (60) days after receiving such notice, SGASH and Cowen LLC jointly shall appoint a successor escrow agent to which the Escrow Agent may distribute the property then held hereunder. If a successor escrow agent has not been appointed and is has not accepted such appointment by the end of such thirty-day period, the Escrow Agent may apply to a party to, nor has it reviewed or approved any agreement or matter court of background related to this Agreement, other than this Agreement itselfcompetent jurisdiction for the appointment of a successor escrow agent, and has assumedSGASH shall bear all reasonable and documented costs, without investigation, expenses and attorney’s fees which are incurred by the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedEscrow Agent in connection with such proceeding.

Liability of Escrow Agent. In order to induce the Escrow Agent to act as escrow agent hereunder, the parties hereto agree that: (a) The Escrow Agent shall not be responsible for or be required to enforce any of the terms or conditions of the Purchase Agreement or any other agreement between Handheld and Aperio. (b) The Escrow Agent shall not be responsible or liable in any manner whatsoever for the performance of or by Handheld and Aperio of their respective obligations under this Agreement nor shall the Escrow Agent be responsible or liable in any manner whatsoever for the failure of the other parties to this Escrow Agreement or of any third party to honor any of the provisions of this Escrow Agreement. (c) The parties hereto represent to the Escrow Agent that they are authorized to enter into the Escrow Agreement by their duly authorized representatives and that the Escrow Agent is entitled to rely on this representation without the need to confirm the authority of the representatives. (d) The duties and obligations of the Escrow Agent shall be limited to and determined solely by the express provisions of this Escrow Agreement and no implied duties or obligations shall be read into this Escrow Agreement against the Escrow Agent. (e) The Escrow Agent is not bound by and is under no duty to inquire into the terms or validity of any other agreements or documents, including any agreements or documents which may be related to, referred to in or deposited with the Escrow Agent in connection with this Escrow Agreement. (f) The Escrow Agent shall not be liable for any damagesact which the Escrow Agent may do or omit to do hereunder while acting in good faith, unless caused by or have arising from its own gross negligence, willful misconduct or failure to act in good faith. (g) It is understood that all checks received by the Escrow Agent hereunder are subject to clearance time and the funds represented thereby cannot be drawn upon or disbursed until such time as the same constitute good and collected funds. If any obligations checks are returned to the Escrow Agent as uncollectible, the Escrow Agent shall notify the party on whose account the check was drawn and redeposit such check for collection upon the verbal instructions of such party. Notwithstanding the foregoing, if for any reason any check or instrument entered for collection by the Escrow Agent hereunder is uncollectible after payment of the funds represented thereby has been made pursuant to the terms hereof, the party on whose account the check was drawn shall immediately reimburse of the Escrow Agent and the Escrow Agent shall deliver the returned check or instrument to such party. (h) Neither this Escrow Agreement, nor any other than agreement between Handheld, Aperio, and the duties prescribed in this Agreement in carrying out Escrow Agent shall be deemed to create a joint venture between the Escrow Agent and Handheld or executing Aperio. Nor shall the purposes and intent Escrow Agent be considered the alter ego of Handheld or Aperio by virtue of this Agreement. However, nothing in this Agreement shall relieve or any other agreement. (i) the Escrow Agent from liability arising out shall not in any way be bound or affected by any amendment or modification of this Agreement, unless the same shall have been agreed to in writing by the Escrow Agent; (j) the Escrow Agent shall not be under any duty to give the property held hereunder any greater degree of care than it gives its own willful misconduct similar property; (k) the Escrow Agent may act in reliance upon and shall incur no liability for or gross negligence. The in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon, any notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by the Escrow Agent's duties Agent to be genuine and obligations to have been presented or signed by the proper party or parties; (l) the Escrow Agent shall not at any time be under this Agreement shall be entirely administrative and not discretionaryany duty or responsibility to make a determination of any facts contained in any certificate delivered pursuant hereto or to make any independent verification of the statements or signatures in such certificate or amounts delivered thereby. The Escrow Agent shall not be liable responsible for any failure by Handheld or Aperio to comply with any party of their respective covenants contained in this Agreement, the Purchase Agreement or any other agreement; (m) the Escrow Agent shall be under no duty or obligation to take any legal action in connection with this Agreement or to enforce, through the institution of legal proceedings or otherwise, any third-of its rights as Escrow Agent hereunder or any rights of any other party as a result of hereto pursuant to this Escrow Agreement or any other agreement, nor shall it be required to defend any action or omission taken legal proceeding which, in its opinion, would or made by might involve the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agentany cost, hold the Escrow Agent harmlessexpense, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses loss or liability; (including reasonable attorney's feesn) the Escrow Agent may suffer engage or incur by reason of its execution and performance of this Agreement. If be interested in any legal questions arise concerning financial or other transaction with the Escrow Agent's duties and obligations under this Agreement, then parties hereunder as freely as if it were not the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and hereunder; (o) the Escrow Agent shall be entitled to continue rely upon advice of counsel (the cost of which shall be borne by Handheld and Aperio) of its choosing in reference to so refrain from acting until any matter connected herewith, and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the dispute is resolved opinion of such counsel and shall not be liable for any mistake of fact or error of judgment, or for any acts or omissions of any kind unless caused by its willful misconduct, gross negligence or failure to act in good faith; (p) notwithstanding anything to the parties involved. PNC Bank is acting solely as contrary contained herein, if the Escrow Agent and shall be uncertain as to its duties or rights hereunder, shall receive any notice, advice, direction, or other document from any other party with respect to this Agreement which, in its opinion, is not a party to, nor has it reviewed or approved in conflict with any agreement or matter of background related to the provisions of this Agreement, or should be advised that a dispute has arisen with respect to the payment, ownership, or right of possession of or to the Escrow Account or any interest on the Escrow Account or any part thereof (or as to the delivery, non-delivery, or content of any notice, advice, direction or other document), the Escrow Agent shall be entitled (but not obligated), without liability to anyone, to refrain from taking any action other than to use its best efforts to keep safely the Escrow Account until the Escrow Agent shall be directed otherwise in writing by the other parties hereto or by an order, decree or judgment of a court of competent jurisdiction which has been finally affirmed on appeal or which by lapse of time or otherwise is no longer subject to appeal, but the Escrow Agent shall be under no duty to institute or to defend any proceeding, although it may institute or defend such proceedings; (q) Handheld and Aperio hereby authorize the Escrow Agent, if the Escrow Agent is threatened with litigation or is sued, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrow Account with the clerk of that court; and (r) this Agreement itself, and has assumed, without investigation, sets forth exclusively the authority duties of the individuals executing Escrow Agent with respect to any and all matters pertinent hereto and no implied duties or obligations shall be read into this Agreement to be so authorized on behalf of against the party or parties involvedEscrow Agent.

Liability of Escrow Agent. The Escrow Agent shall not be liable for (a) In performing any damagesof duties under this Agreement, or have any obligations other than upon the claimed failure to perform its duties prescribed in this Agreement in carrying out or executing hereunder, the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to anyone for any party to this Agreement damages, losses, or to any third-party expenses which it may incur as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties so acting, or failing to this Agreement will indemnify act; provided, however, the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, liable for damages arising out of its willful default or other paper misconduct or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take its gross negligence under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such eventAccordingly, the Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel or become liable in any way or counsel for the Company which is given with respect to any questions relating to the duties and responsibilities of the Escrow Agent hereunder, or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Escrow Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, if the Escrow Agent shall in good faith believe such document to be genuine, to have been signed or presented by a proper person or persons, and to conform with the provisions of this Agreement. (b) The Company hereby agrees to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may be incurred by it resulting from any act or omission of the Company; provided, however, that the Company shall not indemnify the Escrow Agent for any losses, claims, damages, or expenses arising out of the Escrow Agent's willful default, misconduct, or gross negligence under this Agreement. (c) If a dispute ensues between any of the parties hereto which, in the opinion of the Escrow Agent, is sufficient to justify its failure or refusal to act and doing so, the Escrow Agent shall be entitled to continue tender into the registry or custody of any court of competent jurisdiction, including the Circuit Court of Orange County, Florida, all money or property in its hands under the terms of this Agreement, and to so refrain file such legal proceedings as it deems appropriate, and shall thereupon be discharged from acting until the dispute is resolved by the parties involvedall further duties under this Agreement. PNC Bank is acting solely Any such legal action may be brought in any such court as the Escrow Agent shall determine to have jurisdiction thereof. The Company shall indemnify the Escrow Agent against its court costs and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedattorneys' fees incurred in filing such legal proceedings.

Liability of Escrow Agent. In order to induce the Escrow Agent to act as escrow agent hereunder, the parties hereto agree that: (a) The Escrow Agent shall not be responsible for or be required to enforce any of the terms or conditions of the Purchase Agreement or any other agreement between Handheld and Owner. (b) The Escrow Agent shall not be responsible or liable in any manner whatsoever for the performance of or by Handheld and Owner of their respective obligations under this Agreement nor shall the Escrow Agent be responsible or liable in any manner whatsoever for the failure of the other parties to this Escrow Agreement or of any third party to honor any of the provisions of this Escrow Agreement. (c) The parties hereto represent to the Escrow Agent that they are authorized to enter into the Escrow Agreement by their duly authorized representatives and that the Escrow Agent is entitled to rely on this representation without the need to confirm the authority of the representatives. (d) The duties and obligations of the Escrow Agent shall be limited to and determined solely by the express provisions of this Escrow Agreement and no implied duties or obligations shall be read into this Escrow Agreement against the Escrow Agent. (e) The Escrow Agent is not bound by and is under no duty to inquire into the terms or validity of any other agreements or documents, including any agreements or documents which may be related to, referred to in or deposited with the Escrow Agent in connection with this Escrow Agreement. (f) The Escrow Agent shall not be liable for any damagesact which the Escrow Agent may do or omit to do hereunder while acting in good faith, unless caused by or have arising from its own gross negligence, willful misconduct or failure to act in good faith. (g) It is understood that all checks received by the Escrow Agent hereunder are subject to clearance time and the funds represented thereby cannot be drawn upon or disbursed until such time as the same constitute good and collected funds. If any obligations checks are returned to the Escrow Agent as uncollectible, the Escrow Agent shall notify the party on whose account the check was drawn and redeposit such check for collection upon the verbal instructions of such party. Notwithstanding the foregoing, if for any reason any check or instrument entered for collection by the Escrow Agent hereunder is uncollectible after payment of the funds represented thereby has been made pursuant to the terms hereof, the party on whose account the check was drawn shall immediately reimburse of the Escrow Agent and the Escrow Agent shall deliver the returned check or instrument to such party. (h) Neither this Escrow Agreement, nor any other than agreement between Handheld, Owner and the duties prescribed in this Agreement in carrying out Escrow Agent shall be deemed to create a joint venture between the Escrow Agent and Handheld or executing Owner. Nor shall the purposes and intent Escrow Agent be considered the alter ego of Handheld or Owner by virtue of this Agreement. However, nothing in this Agreement shall relieve or any other agreement. (i) the Escrow Agent from liability arising out shall not in any way be bound or affected by any amendment or modification of this Agreement, unless the same shall have been agreed to in writing by the Escrow Agent; (j) the Escrow Agent shall not be under any duty to give the property held hereunder any greater degree of care than it gives its own willful misconduct similar property; (k) the Escrow Agent may act in reliance upon and shall incur no liability for or gross negligence. The in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon, any notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by the Escrow Agent's duties Agent to be genuine and obligations to have been presented or signed by the proper party or parties; (l) the Escrow Agent shall not at any time be under this Agreement shall be entirely administrative and not discretionaryany duty or responsibility to make a determination of any facts contained in any certificate delivered pursuant hereto or to make any independent verification of the statements or signatures in such certificate or amounts delivered thereby. The Escrow Agent shall not be liable responsible for any failure by Handheld or Owner to comply with any party of their respective covenants contained in this Agreement, the Purchase Agreement or any other agreement; (m) the Escrow Agent shall be under no duty or obligation to take any legal action in connection with this Agreement or to enforce, through the institution of legal proceedings or otherwise, any third-of its rights as Escrow Agent hereunder or any rights of any other party as a result of hereto pursuant to this Escrow Agreement or any other agreement, nor shall it be required to defend any action or omission taken legal proceeding which, in its opinion, would or made by might involve the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agentany cost, hold the Escrow Agent harmlessexpense, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses loss or liability; (including reasonable attorney's feesn) the Escrow Agent may suffer engage or incur by reason of its execution and performance of this Agreement. If be interested in any legal questions arise concerning financial or other transaction with the Escrow Agent's duties and obligations under this Agreement, then parties hereunder as freely as if it were not the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and hereunder; (o) the Escrow Agent shall be entitled to continue rely upon advice of counsel (the cost of which shall be borne by Handheld and Owner) of its choosing in reference to so refrain from acting until any matter connected herewith, and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the dispute is resolved opinion of such counsel and shall not be liable for any mistake of fact or error of judgment, or for any acts or omissions of any kind unless caused by its willful misconduct, gross negligence or failure to act in good faith; (p) notwithstanding anything to the parties involved. PNC Bank is acting solely as contrary contained herein, if the Escrow Agent and shall be uncertain as to its duties or rights hereunder, shall receive any notice, advice, direction, or other document from any other party with respect to this Agreement which, in its opinion, is not a party to, nor has it reviewed or approved in conflict with any agreement or matter of background related to the provisions of this Agreement, or should be advised that a dispute has arisen with respect to the payment, ownership, or right of possession of or to the Escrow Account or any interest on the Escrow Account or any part thereof (or as to the delivery, non-delivery, or content of any notice, advice, direction or other document), the Escrow Agent shall be entitled (but not obligated), without liability to anyone, to refrain from taking any action other than to use its best efforts to keep safely the Escrow Account until the Escrow Agent shall be directed otherwise in writing by the other parties hereto or by an order, decree or judgment of a court of competent jurisdiction which has been finally affirmed on appeal or which by lapse of time or otherwise is no longer subject to appeal, but the Escrow Agent shall be under no duty to institute or to defend any proceeding, although it may institute or defend such proceedings; (q) Handheld and Owner hereby authorize the Escrow Agent, if the Escrow Agent is threatened with litigation or is sued, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrow Account with the clerk of that court; and (r) this Agreement itself, and has assumed, without investigation, sets forth exclusively the authority duties of the individuals executing Escrow Agent with respect to any and all matters pertinent hereto and no implied duties or obligations shall be read into this Agreement to be so authorized on behalf of against the party or parties involvedEscrow Agent.

Liability of Escrow Agent. Except in cases of the Escrow Agent’s bad faith, willful misconduct or gross negligence, the Escrow Agent shall be fully protected (i) in acting in reliance upon any certificate, statement, request, notice, advice, instruction, direction, other agreement or instrument or signature reasonably and in good faith believed by the Escrow Agent to be genuine, (ii) in assuming that any person purporting to give the Escrow Agent any of the foregoing in accordance with the provisions hereof, or in connection with either this Agreement or the Escrow Agent’s duties hereunder, has been duly authorized to do so, and (iii) in acting or refraining from acting in good faith when advised to act or refrain to act, as the case may be, by any counsel retained by the Escrow Agent. The Escrow Agent shall not be liable for any damagesmistake of fact or law or any error of judgment, or have for any obligations other than the duties prescribed in this Agreement in carrying out act or executing the purposes and intent of this Agreement. Howeveromission, nothing in this Agreement shall relieve the Escrow Agent from liability arising out except as a result of its own bad faith, willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be responsible for any loss incurred upon any investment made under circumstances not constituting bad faith, willful misconduct or gross negligence. Without limiting the generality of the foregoing, it is hereby agreed that in no event will the Escrow Agent and its agents and affiliates be liable to for any party to lost profits or other indirect, special, incidental or consequential damages which the parties may incur or experience by reason of having entered into or relied on this Agreement or to any third-party as a result arising out of any action or omission taken or made by in connection with the Escrow Agent’s performance of services hereunder, even if the Escrow Agent in good faith. The parties to this Agreement will indemnify was advised or otherwise made aware of the possibility of such damages; nor shall the Escrow Agent be liable for acts of God, acts of war, breakdowns or malfunctions of machines or computers, interruptions or malfunctions of communications or power supplies, labor difficulties, actions of public authorities, or any other similar cause or catastrophe beyond the Escrow Agent, hold ’s reasonable control. In the event that the Escrow Agent harmlessshall be uncertain as to its duties or rights hereunder, or shall receive any certificate, statement, request, notice, advice, instruction, direction or other agreement or instrument from any other party with respect to the Escrow Fund which, in the Escrow Agent’s reasonable and reimburse good faith opinion, is in conflict with any of the provisions of this Agreement, or shall be advised that a dispute has arisen with respect to the Escrow Fund or any part thereof, the Escrow Agent fromshall be entitled, against and forwithout liability to any person, to refrain from taking any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) action other than to keep safely the Escrow Fund until the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult shall be directed otherwise in accordance with its counsel and rely without liability on written opinions given to it by its counselSection 6(d) hereof. The Escrow Agent shall be protected in acting on under no duty to institute or defend any written noticelegal proceedings, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then although the Escrow Agent may, in its discretion and at its optionthe expense of Parent as provided in Sections 9(c) or 9(d) hereof, refuse to comply with any claims institute or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any defend such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedproceedings.

Liability of Escrow Agent. The Escrow Agent shall not be liable for a. In performing any damagesof its duties under this Agreement, or have any obligations other than upon the claimed failure to perform its duties prescribed in this Agreement in carrying out or executing hereunder, the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to anyone for any party to this Agreement damages, losses, or to any third-party expenses which it may incur as a result of any action or omission taken or made by the Escrow Agent in good faithso acting, or failing 10 act; provided. The parties to this Agreement will indemnify however. the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, liable for damages arising out of its willful default or other paper misconduct or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take its gross negligence under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such eventAccordingly, the Escrow Agent shall not incur any such liability with respect 10 (i) any action taken or omitted 10 be or become liable taken in any way or good faith upon advice of its counselor counsel for the Company which is given with respect to any questions relating to the duties and responsibilities of the Escrow Agent hereunder, or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Escrow Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, if the Escrow Agent shall in good faith believe such document to be genuine. to have been signed or presented by a proper person or persons. and to conform with the provisions of this Agreement. b. The Company hereby agrees to indemnify and hold harmless the Escrow Agent against any and all losses. claims. damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may be incurred by it resulting from any act or omission of the Company; provided, however, that the Company shall not indemnify the Escrow Agent for any losses, claims, damages, or expenses arising out of the Escrow Agent's willful default. misconduct, or gross negligence under this Agreement. c. If a dispute ensues between any of the parties hereto which, in the opinion of the Escrow Agent, is sufficient to justify its failure or refusal to act and doing so, the Escrow Agent shall be entitled to continue lender into the registry or custody of any court of competent jurisdiction, including the Circuit Court of Grange County, Florida, all money or property in its hands under the terms of this Agreement., and to so refrain file such legal proceedings as it deems appropriate, and shall thereupon be discharged from acting until the dispute is resolved by the parties involvedall further duties under this Agreement. PNC Bank is acting solely Any such legal action may be brought in any such court as the Escrow Agent shall determine to have jurisdiction thereof. The Company shall indemnify the Escrow Agent against its reasonable court costs and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedattorneys' fees incurred in filing such legal proceedings.

Liability of Escrow Agent. The X. Xx is agreed that the duties of Escrow Agent are purely ministerial in nature and shall not be liable expressly limited to the safekeeping of the Escrow Fund and for any damages, or have any obligations other than the duties prescribed disposition of same in this Agreement in carrying out or executing accordance with the purposes and intent terms of this AgreementEscrow Agreement and the Acquisition Agreements. However, nothing in this Agreement shall relieve the Each Party hereby indemnifies Escrow Agent and holds it harmless from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all claims, liabilities, damages, costs, penalties, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees or charges of any character or nature, which it may incur or with which it may be threatened directly or indirectly arising from or in any way connected with this Escrow Agreement or which may result from Escrow Agent’s following of instructions from a Party or Parties, and in connection therewith, indemnifies Escrow Agent against any and all expenses, including attorneys’ fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer cost of defending any action, suit, or incur by reason of its execution and performance of this Agreementproceeding or resisting any claim, whether or not litigation is instituted. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting vested with a lien on all Escrow Funds held hereunder which is deliverable to Parties under the terms of this Escrow Agreement, for indemnification, attorneys’ fees, court costs arising from any written noticesuit, request, waiver, consent, authorizationinterpleader or otherwise, or other paper expenses, fees or document charges of any character or nature, which may be incurred by Escrow Agent by reason of disputes arising between the Parties and/or any third party as to the correct interpretation of this Escrow Agreement and/or the Acquisition Agreements, and instructions given to Escrow Agent hereunder, or otherwise, with the right of Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any regardless of the parties to this Agreementterms of the aforesaid instruments and without the necessity of instituting any action, suit, or between them or any other personproceeding, resulting in adverse claims or demands being made in connection with this Agreement, or if to hold the Escrow AgentFund until and unless said additional expenses, in good faith, fees and charges shall be fully paid. X. Xx is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the further agreed that Escrow Agent shall have the right to utilize the services of Xxxxxxx Law Group, P.A. as its attorneys and same shall not be affect or become liable in any way prejudice or limit Escrow Agent’s entitlement to any person reasonable attorney’s fees for its failure or refusal to act and the services of such attorneys as set forth in this Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involved.

Liability of Escrow Agent. 3.2.1 The Escrow Agent shall not be liable in connection with the performance of its duties under this Agreement except for its own bad faith, negligence or willful default. The Escrow Agent shall not be liable for any damages, or have loss resulting from any obligations other than investments made pursuant to the duties prescribed in this Agreement in carrying out or executing the purposes and intent terms of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable for the accuracy of the calculations as to any party the sufficiency of moneys and of the principal amount of the Government Obligations and the related earnings to this Agreement or to any third-party pay interest on the Series 2019A Certificates and the principal of the Refunded Certificates, as a result of any action or omission taken or made by described herein. So long as the Escrow Agent applies any moneys, Government Obligations and interest earnings therefrom to pay interest on the Series 2019A Certificates and the principal of the Refunded Certificates as provided in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmlessAgreement, and reimburse complies fully with the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance terms of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be liable for any deficiencies in the amounts necessary to pay such amounts caused by such calculations. 3.2.2 The Escrow Agent shall have no lien, security interest or become right of set-off whatsoever upon any of the moneys in the Escrow Deposit Trust Fund for the payment of fees or expenses for services rendered by the Escrow Agent under this Agreement. 3.2.3 The Escrow Agent shall not be liable in for any way loss or to any person for damage, including counsel fees and expenses, resulting from its failure actions or refusal omissions to act and hereunder, except for any loss or damage arising out of its own bad faith, negligence or willful misconduct. Without limiting the generality of the foregoing, the Escrow Agent shall not be entitled liable for any action taken or omitted in good faith in reliance on any notice, direction, consent, certificate, affidavit, statement, designation or other paper or document reasonably believed by it to continue be genuine and to so refrain from acting until the dispute is resolved have been duly and properly signed or presented to it by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedSchool Board.

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damages, or have any obligations other than the duties prescribed in this Agreement in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, ,or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or Escrow Agreement to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC National City Bank of Pennsylvania is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involved.

Liability of Escrow Agent. (a) The Escrow Agent shall not be liable for any damagesloss resulting from any investment, sale, transfer or have any obligations other than the duties prescribed in disposition made pursuant to this Escrow Agreement in carrying out compliance with the provisions hereof. The Escrow Agent shall have no lien whatsoever on any of the money or executing Escrowed Securities on deposit in the purposes Escrow Fund for the payment of fees and intent of this Agreement. However, nothing in this Agreement shall relieve expenses for services rendered by the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Escrow Agreement shall be entirely administrative and not discretionary. or otherwise. (b) The Escrow Agent shall not be liable for the accuracy of the calculations as to any party the sufficiency of the Escrowed Securities and money held in the Escrow Fund to this Agreement or to any third-party pay the Refunded Certificates. So long as a result of any action or omission taken or made by the Escrow Agent applies the Escrowed Securities and money held in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt Fund as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such eventprovided herein, the Escrow Agent shall not be or become liable for any deficiencies in any way or the amounts necessary to any person for pay the Refunded Certificates caused by such calculations. Notwithstanding the foregoing, the Escrow Agent shall not be relieved of liability arising from and proximate to its failure to comply fully with the terms of this Escrow Agreement. (c) If the Escrow Agent fails to account for any of the Escrowed Securities or refusal money received by it, said Escrowed Securities or money shall be and remain the property to act and be held in trust for the holders of the Refunded Certificates, and, if for any reason such Escrowed Securities or money are not applied as herein provided, the assets of the Escrow Agent shall be entitled to continue to so refrain from acting impressed with a trust for the amount thereof until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to required application shall be so authorized on behalf of the party or parties involvedmade.

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damages, or have any obligations other than the duties prescribed in this Agreement Agreement, in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement or to any third-party thirdparty as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank The Escrow Agent is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved approved, any agreement or matter of background related to this Agreement, the offer and sale of the Units, the registration statement relating to the Partnership and the Units or the prospectus included as a part thereof, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement. The parties to this Agreement agree that the Escrow Agent has not reviewed and is not making any recommendations with respect to be so authorized on behalf the Units. The use of the party Escrow Agent's name in any communication, written or parties involvedoral, in connection with the offering of the Units without the specific written approval of the Escrow Agent is expressly prohibited. The Escrow Agent grants permission to use its name in the Prospectus.

Liability of Escrow Agent. (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement, including without limitation the Offering Document. The Escrow Agent shall not be liable for any damages, action taken or have omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any obligations other than loss to the duties prescribed Issuer or any Subscriber. Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Escrow Funds in this Agreement in carrying out or executing accordance with the purposes and intent terms of this Escrow Agreement. HoweverEscrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, nothing in this Agreement instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall relieve believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if the Escrow Agent from liability arising out has been advised of its own willful misconduct the likelihood of such loss or gross negligencedamage and regardless of the form of action. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Offering Document, or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, Escrow Agent shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Issuer and any Subscriber. Escrow Agent shall not be responsible or liable in any manner for the performance by Issuer or any Subscriber of their respective obligations under any subscription agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of Issuer or any third party (including any Subscriber) to honor any of the provisions of this Escrow Agreement. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party to this Agreement hereto, and shall incur no liability and shall be fully indemnified from any reasonable liability whatsoever in acting in accordance with the reasonable opinion or to any third-party as a result instruction of such counsel. Issuer shall promptly pay, upon demand, the reasonable fees and expenses of any action such counsel. (b) The Escrow Agent is authorized, in its sole discretion, to comply with orders issued or omission taken or made process entered by any court with respect to the Escrow Funds, without determination by the Escrow Agent of such court’s jurisdiction in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreementmatter. If any legal questions arise concerning portion of the Escrow Agent's duties and obligations Funds is at any time attached, garnished or levied upon under this Agreementany court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent is authorized, in its reasonable discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be or become liable in to any way of the parties hereto or to any other person for its failure or refusal to act and entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. Notwithstanding the foregoing, the Escrow Agent shall be entitled provide the Issuer and SI Securities with immediate notice of any such court order or similar demand and the opportunity to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not interpose an objection or obtain a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedprotective order.

Liability of Escrow Agent. (a) The Escrow Agent shall not under any circumstance be liable for any loss resulting from any investment made pursuant to this Escrow Agreement in compliance with the provisions hereof. The Escrow Agent shall have no lien whatsoever on the Escrow Account or moneys on deposit in the Escrow Account for the payment of fees and expenses for services rendered by the Escrow Agent under this Escrow Agreement or otherwise. (b) The Escrow Agent shall not be liable for the accuracy of the calculations set forth in the Verification Report as to the sufficiency of any moneys deposited into the Escrow Account or the Initial Securities or any Eligible Securities purchased at the direction of the Board to pay the principal of, premium, if any, and interest on the Refunded Bonds. (c) The Board agrees that if for any reason the investments and moneys and other funds available to pay principal of, premium, if any, and interest on the Refunded Bonds are insufficient therefor, the Board shall continue to be liable for payment therefor in accordance with the terms of the Prior Bond Resolutions. (d) No provision of this Escrow Agreement shall require the Escrow Agent to expend or risk its own funds. (e) The Escrow Agent may consult with bond counsel to the Board or with such other counsel of its own choice subject to reasonable approval by the Board (which may but need not be counsel to the Board) and the opinion of such counsel shall be full and complete authorization to take or suffer in good faith any action in accordance with such opinion of counsel. (f) Whenever in the administration of this Escrow Agreement the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or not taking any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on the part of the Escrow Agent, be deemed to be conclusively proved and established by a certificate of a Board Representative, and such certificate shall, in the absence of gross negligence or willful misconduct on the part of the Escrow Agent, be full warrant to the Escrow Agent for any action taken or not taken by it under the provisions of this Escrow Agreement in reliance thereon. Except with respect to any future reinvestment or substitution of Eligible Securities as may be directed by the Board as set forth in Section 7 hereof, the Escrow Agent hereby represents that, as of the date hereof, it does not need any further certificate or direction from any other party in order to carry out the terms of this Escrow Agreement. (g) The Escrow Agent may conclusively rely, as to the truth and accuracy of the statements, instructions, directions, certificates and forms of notice, and correctness of the opinions and the calculations provided, and it need not investigate any fact or matter stated in such notice, instruction, request, certificate or opinion. (h) The Escrow Agent undertakes to perform only such duties as are expressly and specifically set forth in this Escrow Agreement and no implied duties or obligations shall be read into this Escrow Agreement against the Escrow Agent. (i) The Escrow Agent shall not have any liability hereunder except to the extent of its own gross negligence or willful misconduct. In no event shall the Escrow Agent be liable for any special, indirect or consequential damages. (j) The Escrow Agent shall not be responsible for any of the recitals or representations contained herein. (k) The Board acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Board the right to receive brokerage confirmations of security transactions as they occur, the Board specifically waive receipt of such confirmations to the extent permitted by law. The Escrow Agent will furnish the Board periodic cash transaction statements which include detail for all investment transactions made by the Escrow Agent hereunder. (l) If necessary, the Escrow Agent shall promptly request alternative written investment instructions from the Board with respect to escrowed funds which were to be invested in securities. The Escrow Agent shall follow such instructions and, upon the maturity of any such alternative investment, the Escrow Agent shall hold funds uninvested and without liability for interest until receipt of further written instructions from the Board. In the absence of investment instructions from the Board, the Escrow Agent shall not be responsible for the investment of such funds or interest thereon. Subject to Section 7 hereof, the Escrow Agent may conclusively rely upon the Board’s selection of an alternative investment as a determination of the alternative investment's legality and suitability and shall not be liable for any losses related to the alternative investments or for compliance with any yield restriction applicable thereto. (m) The Escrow Agent agrees to accept and act upon instructions or directions pursuant to this Escrow Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Escrow Agent shall have received an incumbency certificate executed by the Board Representative listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Board elects to give the Escrow Agent e-mail or facsimile instructions (or instructions by a similar electronic method) and the Escrow Agent in its discretion elects to act upon such instructions, the Escrow Agent’s understanding of such instructions shall be deemed controlling. The Escrow Agent shall not be liable for any damageslosses, costs or have any obligations other than the duties prescribed in this Agreement in carrying out expenses arising directly or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve indirectly from the Escrow Agent from liability Agent’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Board agrees to assume all risks arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties the use of such electronic methods to submit instructions and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable directions to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold including without limitation the risk of the Escrow Agent harmlessacting on unauthorized instructions, and reimburse the Escrow Agent from, against risk of interception and for, any and all liabilities, costs, fees and expenses misuse by third parties. (including reasonable attorney's feesn) the The Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between execute any of the parties to this Agreementtrusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or between them or any other personnominees appointed with due care, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent and shall not be responsible for any willful misconduct or become liable in negligence on the part of any way agent, attorney, custodian or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to nominee so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedappointed.

Liability of Escrow Agent. 8.1 The Escrow Agent shall not be liable for any damages, or have loss resulting from any obligations other than the duties prescribed in investment made pursuant to this Agreement in carrying out compliance with the provisions hereof. 8.2 The Escrow Agent may execute any powers hereunder and perform any duties required of it through attorneys, agents, officers or executing the purposes employees, and intent shall be entitled to advice of this Agreement. However, nothing in this Agreement shall relieve counsel concerning all questions hereunder; and the Escrow Agent from liability arising out shall not be answerable for the default or misconduct of its own willful misconduct any attorney, agent or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionaryemployee selected by it with reasonable care. The Escrow Agent shall not be liable to answerable for the exercise of any party to discretion or power under this Agreement nor for anything whatever in connection with this Agreement, except only its own gross negligence or willful misconduct or the failure to account for or apply, for any third-party reason whatsoever, the moneys or investments in the Escrow Fund as a result of any action or omission taken or made by herein provided. 8.3 SJTA shall indemnify the Escrow Agent against any liabilities which it may incur in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution exercise and performance of this Agreement. If any legal questions arise concerning its powers and duties hereunder with respect to the SJTA Account except with respect to the Escrow Agent's duties and obligations under this Agreement, then own gross negligence or willful misconduct or failure to account for or to apply the moneys or investments in the SJTA Account as herein provided. 8.4 The Developer shall indemnify the Escrow Agent against any liabilities which it may consult incur in the exercise and performance of its powers and duties hereunder with its counsel and rely without liability on written opinions given respect to it by its counsel. the Developer's Account except with respect to the Escrow Agent's own gross negligence or willful misconduct or failure to account for or apply the moneys or investments in the Developer's Account as herein provided. 8.5 The Escrow Agent shall be protected in acting may act on any written requisition, resolution, notice, telegram request, consent, waiver, consentcertificate, authorizationstatement, affidavit, voucher, bond, or other paper or document which the Escrow Agent, it in good faith, faith believes to be genuine and what it purports to be. If there is any disagreement between have been passed or signed by the proper persons or to have been prepared and furnished pursuant to any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act provisions hereof; and the Escrow Agent shall be entitled under no duty to continue make any investigations as to so refrain from acting until any statement contained in any such instrument, but may accept the dispute is resolved by the parties involved. PNC Bank is acting solely same as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority conclusive evidence of the individuals executing this Agreement to be so authorized on behalf accuracy of the party or parties involvedsuch statement.

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damages, or have any obligations other than the duties prescribed in this Agreement herein in carrying out or executing the purposes and intent of this Escrow Agreement. However; provided, however, that nothing in this Agreement herein contained shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement hereto or to any third-third party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If In the event any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreementhereunder, then the Escrow Agent may consult with its counsel and rely without liability on upon written opinions given to it by its such counsel. The Escrow Agent shall be protected in acting on upon any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If In the event that there is shall be any disagreement between any of the parties to this Agreement, or between them or either of any of them and any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if in the event Escrow Agent, in good faith, is shall be in doubt as to what action it should take under this Agreementhereunder, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreementhereunder, so long as the such disagreement continues or the such doubt exists. In ; and in any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank BancFirst is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involved.

Liability of Escrow Agent. Except in cases of the Escrow Agent’s bad faith, willful misconduct or gross negligence, the Escrow Agent shall be fully protected (i) in acting in reliance upon any certificate, statement, request, notice, advice, instruction, direction, other agreement or instrument or signature reasonably and in good faith believed by the Escrow Agent to be genuine, (ii) in assuming that any person purporting to give the Escrow Agent any of the foregoing in accordance with the provisions hereof, or in connection with either this Agreement or the Escrow Agent’s duties hereunder, has been duly authorized to do so, and (iii) in acting or refraining from acting in good faith when advised to act or refrain to act, as the case may be, by any counsel retained by the Escrow Agent. The Escrow Agent shall not be liable for any damagesmistake of fact or law or any error of judgment, or have for any obligations other than the duties prescribed in this Agreement in carrying out act or executing the purposes and intent of this Agreement. Howeveromission, nothing in this Agreement shall relieve the Escrow Agent from liability arising out except as a result of its own bad faith, willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be responsible for any loss incurred upon any investment made under circumstances not constituting bad faith, willful misconduct or gross negligence. Without limiting the generality of the foregoing, it is hereby agreed that in no event will the Escrow Agent and its agents and affiliates be liable to for any party to lost profits or other indirect, special, incidental or consequential damages which the parties may incur or experience by reason of having entered into or relied on this Agreement or to any third-party as a result arising out of any action or omission taken or made by in connection with the Escrow Agent’s performance of services hereunder, even if the Escrow Agent in good faith. The parties to this Agreement will indemnify was advised or otherwise made aware of the possibility of such damages; nor shall the Escrow Agent be liable for acts of God, acts of war, breakdowns or malfunctions of machines or computers, interruptions or malfunctions of communications or power supplies, labor difficulties, actions of public authorities, or any other similar cause or catastrophe beyond the Escrow Agent, hold ’s reasonable control. In the event that the Escrow Agent harmlessshall be uncertain as to its duties or rights hereunder, or shall receive any certificate, statement, request, notice, advice, instruction, direction or other agreement or instrument from any other party with respect to the Escrow Fund which, in the Escrow Agent’s reasonable and reimburse good faith opinion, is in conflict with any of the provisions of this Agreement, or shall be advised that a dispute has arisen with respect to the Escrow Fund or any part thereof, the Escrow Agent fromshall be entitled, against and forwithout liability to any person, to refrain from taking any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) action other than to keep safely the Escrow Fund until the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult shall be directed otherwise in accordance with its counsel and rely without liability on written opinions given to it by its counselSection 6(d) hereof. The Escrow Agent shall be protected in acting on under no duty to institute or defend any written noticelegal proceedings, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then although the Escrow Agent may, in its discretion and at its optionthe expense of Parent as provided in Sections 12(c) or 12(d) hereof, refuse to comply with any claims institute or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any defend such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedproceedings.

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damages, or have any obligations other than the duties prescribed in this Agreement in carrying it out or executing the its purposes and intent of this Agreementintent. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's ’s duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement Party or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement Sun will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's ’s fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's ’s duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this AgreementParties, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties Parties involved.

Liability of Escrow Agent. 3.2.1 The Escrow Agent shall not be liable for the accuracy of the calculations as to the sufficiency of moneys and of the principal amount of the Government Obligations and the earnings thereon to pay the Contract TDT Bonds. So long as the Escrow Agent applies any moneys, Government Obligations and interest earnings therefrom to pay the Contract TDT Bonds as provided herein, and complies fully with the terms of this Agreement, the Escrow Agent shall not be liable for any deficiencies in the amounts necessary to pay the Contract TDT Bonds caused by such calculations. 3.2.2 The Escrow Agent shall have no lien, security interest or right of set-off whatsoever upon any of the moneys or investments in the Escrow Deposit Fund for the payment of fees or expenses for services rendered by the Escrow Agent under this Agreement. 3.2.3 The Escrow Agent shall not be liable for any damagesloss or damage, including counsel fees and expenses, resulting from its actions or have omissions to act hereunder, except for any obligations other than the duties prescribed in this Agreement in carrying out loss or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability damage arising out of its own bad faith, negligence or willful misconduct misconduct. Notwithstanding any provision herein to the contrary, in no event shall the Escrow Agent be liable for special, indirect or gross negligenceconsequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Without limiting the generality of the foregoing, the Escrow Agent shall not be liable for any action taken or omitted in good faith in reliance on any notice, direction, consent, certificate, affidavit, statement, designation or other paper or document reasonably believed by it to be genuine and to have been duly and properly signed or presented to it by the County. Any payment obligation of the Escrow Agent hereunder shall be paid from, and is limited to funds available, established and maintained hereunder and the Escrow Agent shall not be required to expend its own funds for the performance of its duties under this Agreement. The Escrow Agent's duties Agent may act through its agents and obligations under this Agreement attorneys and shall not be entirely administrative and not discretionaryresponsible for any misconduct or negligence on the part of any such person so appointed with due care. The Escrow Agent shall not be responsible or liable to for any party to this Agreement failure or to any third-party as a result of any action or omission taken or made by delay in the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason performance of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this AgreementAgreement arising out of or caused, then the Escrow Agent may consult with directly or indirectly, by circumstances beyond its counsel and rely reasonable control, including, without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written noticelimitation, request, waiver, consent, authorization, acts of God; earthquakes; fire; flood; hurricanes or other paper storms; wars; terrorism; similar military disturbances; sabotage; epidemic; pandemic; riots; interruptions; loss or document which the Escrow Agentmalfunctions of utilities, in good faith, believes to be genuine and what computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, understood that the Escrow Agent shall not be or become liable use commercially reasonable efforts which are consistent with accepted practices in any way or the banking industry to any person for its failure or refusal to act and resume performance as soon as reasonably practicable under the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedcircumstances.

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damages, or have any obligations other than the duties prescribed in this Agreement Agreement, in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's ’s duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's ’s fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's ’s duties Escrow Agreement 3 and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank The Escrow Agent is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved approved, any agreement or matter of background related to this Agreement, the offer and sale of the Units, the registration statement relating to the Partnership and the Units or the prospectus included as a part thereof, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement. The parties to this Agreement agree that the Escrow Agent has not reviewed and is not making any recommendations with respect to be so authorized on behalf the Units. The use of the party Escrow Agent’s name in any communication, written or parties involvedoral, in connection with the offering of the Units without the specific written approval of the Escrow Agent is expressly prohibited. The Escrow Agent grants permission to use its name in the Prospectus.

Liability of Escrow Agent. The Escrow Agent shall not be liable for (a) In performing any damagesof its duties under this Agreement, or have any obligations other than upon the claimed failure to perform its duties prescribed in this Agreement in carrying out or executing hereunder, the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to anyone for any party to this Agreement damages, losses, or to any third-party expenses which it may incur as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties so acting, or failing to this Agreement will indemnify act; provided, however, the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, liable for damages arising out of its willful default or other paper misconduct or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take its gross negligence under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such eventAccordingly, the Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel or become liable in any way or counsel for the Company which is given with respect to any questions relating to the duties and responsibilities of the Escrow Agent hereunder, or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Escrow Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, if the Escrow Agent shall in good faith believe such document to be genuine, to have been signed or presented by a proper person or persons, and to conform with the provisions of this Agreement. (b) The Company hereby agrees to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may be incurred by it resulting from any act or omission of the Company; provided, however, that the Company shall not indemnify the Escrow Agent for any losses, claims, damages, or expenses arising out of the Escrow Agent's willful default, misconduct, or gross negligence under this Agreement. (c) If a dispute ensues between any of the parties hereto which, in the opinion of the Escrow Agent, is sufficient to justify its failure or refusal to act and doing so, the Escrow Agent shall be entitled to continue tender into the registry or custody of any court of competent jurisdiction, including the Circuit Court of Orange County, Florida, all money or property in its hands under the terms of this Agreement, and to so refrain file such legal proceedings as it deems appropriate, and shall thereupon be discharged from acting until the dispute is resolved by the parties involvedall further duties under this Agreement. PNC Bank is acting solely Any such legal action may be brought in any such court as the Escrow Agent shall determine to have jurisdiction thereof. The Company shall indemnify the Escrow Agent against its reasonable court costs and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedattorneys’ fees incurred in filing such legal proceedings.

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damagesdamage, loss or have injury resulting from any obligations other than action taken or omitted in the duties prescribed in this Agreement in carrying out absence of gross negligence, fraud or executing the purposes and intent willful misconduct (as finally adjudicated by a court of this Agreementcompetent jurisdiction). However, nothing in this Agreement In no event shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to for indirect, incidental, consequential, punitive or special losses or damages (including, but not limited to, lost profits), regardless of the form of action and whether or not any party to this Agreement such losses or to any third-party as a result of any action damages were foreseeable or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counselcontemplated. The Escrow Agent shall be protected in acting on entitled to rely upon any written instruction, notice, request, waiver, consent, authorization, request or other paper or document which instrument delivered to it and believed by the Escrow Agent, acting in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of be without being required to investigate the parties to this Agreementauthenticity or validity thereof, or between them the truth or accuracy of any other personinformation stated therein. The Escrow Agent may act in reliance upon any signature believed by it, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, acting in good faith, to be genuine and may assume that any person that is designated as an Authorized Person purporting to make any statement, execute any document, or send any instruction in doubt as connection with the provisions hereof has been duly authorized to what action it should take under this Agreement, then the do so. The Escrow Agent maymay consult with counsel satisfactory to it (provided that such counsel is selected with reasonable care), at and the opinion or advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith and in accordance with the opinion and advice of such counsel in the absence of gross negligence, bad faith, fraud or willful misconduct (as finally adjudicated by a court of competent jurisdiction). The Escrow Agent may perform any and all of its optionduties through its agents, refuse to comply with representatives, attorneys, custodians and/or nominees. The Escrow Agent shall not incur any claims liability for not performing any act or demands on it fulfilling any obligation hereunder by reason of any occurrence beyond its reasonable control (including, without limitation, any provision of any present or refuse to take future law or regulation or any other action under this Agreementact of any governmental authority, so long as the disagreement continues any act of God or war or terrorism, or the doubt exists. In unavailability of the Federal Reserve Bank wire services or any such event, electronic communication facility); provided that the Escrow Agent shall not be or become liable in any way or use its best efforts to any person for its failure or refusal avoid and mitigate the adverse impacts of such occurrence and remedy the same as promptly as possible to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedresume performance.

Liability of Escrow Agent. The Escrow Agent shall not be liable for (a) In performing any damagesof its duties under this Agreement, or have any obligations other than upon the claimed failure to perform its duties prescribed in this Agreement in carrying out or executing hereunder, the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to anyone for any party to this Agreement damages, losses, or to any third-party expenses which it may incur as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties so acting, or failing to this Agreement will indemnify act; provided, however, the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, liable for damages arising out of its willful default or other paper misconduct or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take its gross negligence under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such eventAccordingly, the Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel or become liable in any way or counsel for the Company which is given with respect to any questions relating to the duties and responsibilities of the Escrow Agent hereunder, or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, if the Escrow Agent shall in good faith believe such document to be genuine, to have been signed or presented by a proper person or persons, and to conform with the provisions of this Agreement. (b) The Company hereby agrees to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may be incurred by it resulting from any act or omission of the Company; provided, however, that the Company shall not indemnify the Escrow Agent for any losses, claims, damages, or expenses arising out of the Escrow Agent's willful default, misconduct, or gross negligence under this Agreement. (c) If a dispute ensues between any of the parties hereto which, in the opinion of the Escrow Agent, is sufficient to justify its failure or refusal to act and doing so, the Escrow Agent shall be entitled to continue tender into the registry or custody of any court of competent jurisdiction, including the Circuit Court of Xxxxxx County, North Carolina, all money or property in its possession under the terms of this Agreement, and to so refrain file such legal proceedings as it deems appropriate, and shall thereupon be discharged from acting until the dispute is resolved by the parties involvedall further duties under this Agreement. PNC Bank is acting solely Any such legal action may be brought in any such court as the Escrow Agent shall determine to have jurisdiction thereof. The Company shall indemnify the Escrow Agent against its reasonable court costs and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedattorneys' fees incurred in filing such legal proceedings.

Liability of Escrow Agent. Except in cases of the Escrow Agent’s bad faith, willful misconduct or gross negligence, the Escrow Agent shall be fully protected (i) in acting in reliance upon any certificate, statement, request, notice, advice, instruction, direction, other agreement or instrument or signature reasonably and in good faith believed by the Escrow Agent to be genuine, (ii) in assuming that any person purporting to give the Escrow Agent any of the foregoing in accordance with the provisions hereof, or in connection with either this Agreement or the Escrow Agent’s duties hereunder, has been duly authorized to do so, and (iii) in acting or refraining from acting in good faith when advised to act or refrain to act, as the case may be, by any counsel retained by the Escrow Agent. The Escrow Agent shall not be liable for any damagesmistake of fact or law or any error of judgment, or have for any obligations other than the duties prescribed in this Agreement in carrying out act or executing the purposes and intent of this Agreement. Howeveromission, nothing in this Agreement shall relieve the Escrow Agent from liability arising out except as a result of its own bad faith, willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be responsible for any loss incurred upon any investment made under circumstances not constituting bad faith, willful misconduct or gross negligence. Without limiting the generality of the foregoing, it is hereby agreed that in no event will the Escrow Agent and its agents and affiliates be liable to for any party to lost profits or other indirect, special, incidental or consequential damages which the parties may incur or experience by reason of having entered into or relied on this Agreement or to any third-party as a result arising out of any action or omission taken or made by in connection with the Escrow Agent’s performance of services hereunder, even if the Escrow Agent in good faith. The parties to this Agreement will indemnify was advised or otherwise made aware of the possibility of such damages; nor shall the Escrow Agent be liable for acts of God, acts of war, breakdowns or malfunctions of machines or computers, interruptions or malfunctions of communications or power supplies, labor difficulties, actions of public authorities, or any other similar cause or catastrophe beyond the Escrow Agent, hold ’s reasonable control. In the event that the Escrow Agent harmlessshall be uncertain as to its duties or rights hereunder, or shall receive any certificate, statement, request, notice, advice, instruction, direction or other agreement or instrument from any other party with respect to the Escrow Fund which, in the Escrow Agent’s reasonable and reimburse good faith opinion, is in conflict with any of the provisions of this Agreement, or shall be advised that a dispute has arisen with respect to the Escrow Fund or any part thereof, the Escrow Agent fromshall be entitled, against and forwithout liability to any person, to refrain from taking any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) action other than to keep safely the Escrow Fund until the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult shall be directed otherwise in accordance with its counsel and rely without liability on written opinions given to it by its counselSection 6(d) hereof. The Escrow Agent shall be protected in acting on under no duty to institute or defend any written noticelegal proceedings, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then although the Escrow Agent may, in its discretion and at its optionthe expense of Parent as provided in Sections 11(c) or 11(d) hereof, refuse to comply with any claims institute or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any defend such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedproceedings.

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damages, or have any obligations other than the duties prescribed in this Agreement Agreement, in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's ’s duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's ’s fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's ’s duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. Escrow Agreement 3 The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank The Escrow Agent is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved approved, any agreement or matter of background related to this Agreement, the offer and sale of the Units, the registration statement relating to the Partnership and the Units or the prospectus included as a part thereof, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement. The parties to this Agreement agree that the Escrow Agent has not reviewed and is not making any recommendations with respect to be so authorized on behalf the Units. The use of the party Escrow Agent’s name in any communication, written or parties involvedoral, in connection with the offering of the Units without the specific written approval of the Escrow Agent is expressly prohibited. The Escrow Agent grants permission to use its name in the Prospectus.

Liability of Escrow Agent. a. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement, including without limitation the Offering Document. The Escrow Agent shall not be liable for any damages, action taken or have omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any obligations other than loss to the duties prescribed Issuer or any Subscriber. Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Escrow Funds in this Agreement in carrying out or executing accordance with the purposes and intent terms of this Escrow Agreement. HoweverEscrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, nothing in this Agreement instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall relieve believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if the Escrow Agent from liability arising out has been advised of its own willful misconduct the likelihood of such loss or gross negligencedamage and regardless of the form of action. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Offering Document, or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, Escrow Agent shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Issuer and any Subscriber. Escrow Agent shall not be responsible or liable in any manner for the performance by Issuer or any Subscriber of their respective obligations under any subscription agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of Issuer or any third party (including any Subscriber) to honor any of the provisions of this Escrow Agreement. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question raised by Issuer, SI Securities or an outside party as to the construction of any of the provisions hereof or of any other agreement or of Escrow Agent’s duties hereunder, or relating to any dispute involving any party hereto. In the event of a dispute between the Escrow Agent and either Issuer or SI Securities, the non-prevailing party shall promptly pay, upon demand, the reasonable fees and expenses of the counsel of the prevailing party in any such dispute. b. The Escrow Agent is authorized, in its sole discretion, to this Agreement comply with orders issued or process entered by any court with respect to any third-party as a result of any action or omission taken or made the Escrow Funds, without determination by the Escrow Agent of such court's jurisdiction in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreementmatter. If any legal questions arise concerning portion of the Escrow Agent's duties and obligations Funds is at any time attached, garnished or levied upon under this Agreementany court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent is authorized, in its reasonable discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be or become liable in to any way of the parties hereto or to any other person for its failure or refusal to act and entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. Notwithstanding the foregoing, the Escrow Agent shall be entitled provide the Issuer and SI Securities with immediate notice of any such court order or similar demand and the opportunity to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not interpose an objection or obtain a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedprotective order.

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damages, or have any obligations other than the duties prescribed in this Agreement Agreement, in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank The Escrow Agent is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved approved, any agreement or matter of background related to this Agreement, the offer and sale of the Units, the registration statement (registration no. 333- ) relating to the Partnership and the Units or the prospectus included as a part thereof, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedAgreement.

Liability of Escrow Agent. The duties and obligations of the Escrow Agent pursuant to this Agreement will be determined solely by the express provisions of this Agreement and the laws of the State of New Mexico. The Escrow Agent acts hereunder as a depository only, and is not responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of the subject matter of the escrow, or any part thereof, or for the form or execution thereof, or for the identity or authority of any person executing or depositing it. The Escrow Agent shall have no implied duties or obligations to determine or inquire into the happening or occurrence of any event or contingency, or the performance or failure of performance of any of the parties to this Agreement. The Escrow Agent’s sole duty pursuant to this Agreement shall be to safeguard the deposited funds in the Escrow Account and to dispose and deliver the same in accordance with the instruction given to the Escrow Agent in accordance with Paragraph 4 of this Agreement. In the event that the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated in making such determination, only to exercise reasonable care and diligence. The Escrow Agent shall be liable for anything which it may do or refrain from doing only if its conduct represents willful misconduct or gross negligence in light of all of the circumstances surrounding such actions taking into consideration the time and facilities available to the Escrow Agent in the ordinary conduct of its business. In determining the occurrence of any such event or contingency the Escrow Agent may request from any of the parties hereto, or any other person, such reasonable additional evidence as the Escrow Agent in its sole discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and in this connection, may inquire and consult with any of the parties to this Agreement. The Escrow Agent shall not be liable for any damages, or have any obligations other than damages resulting from its delay in acting hereunder pending its examination of the duties prescribed in this Agreement in carrying out or executing additional evidence that has been requested by the purposes and intent of this AgreementEscrow Agent. However, nothing in this Agreement shall relieve In the event that the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable is required to any party to this Agreement or to any third-party as a result take certain action upon the occurrence of any event or contingency, the time prescribed for action or omission taken or made by the Escrow Agent shall, in good faithall cases, be reasonable time after written notice to the Escrow Agent of the occurrence of such event or contingency. The parties to In the event the Escrow Agent becomes involved in litigation in connection with this Agreement will indemnify escrow, or in the event the Escrow Agent, hold files its own interpleader in any court of competent jurisdiction to determine the rights of the parties hereto, the Grantor agrees to indemnify and save the Escrow Agent harmlessharmless from all loss, costs, damages, expenses, and reimburse reasonable attorneys fees suffered or incurred by the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) as a result thereof. The obligations of the Grantor under this Paragraph shall be performable at the office of the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreementin Albuquerque, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedNew Mexico.

Liability of Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Agreement nor shall it be charged with the knowledge of the terms of any such document, including without limitation, the Plan. The Escrow Agent shall not be liable for any damages, action taken or have omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any obligations other than loss to the duties prescribed Debtors. Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Escrow Funds in this Agreement in carrying out or executing accordance with the purposes and intent terms of this Agreement. HoweverEscrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, nothing instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall believe to be genuine may assume that any person purporting to give any writing, notice, advice or instruction in this Agreement connection with the provisions hereof has been duly authorized to do so. In no event shall relieve Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if the Escrow Agent from liability arising out has been advised of its own willful misconduct the likelihood of such loss or gross negligencedamage and regardless of the form of action. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable obligated to take any party to this Agreement or to any third-party as a result of any legal action or omission taken or made by commence any proceeding in connection with the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and forFunds, any and all liabilitiesaccount in which Escrow Funds are deposited, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them to appear in, prosecute or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In defend any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involved.legal action or

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damages, or have any obligations other than the duties prescribed in this Agreement in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. Escrow Agreement 4 PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involved.

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damages, or have any obligations other than the duties prescribed in this Agreement Agreement, in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's ’s duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement or to any third-third- Escrow Agreement party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's ’s fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's ’s duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank The Escrow Agent is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved approved, any agreement or matter of background related to this Agreement, the offer and sale of the Units, the registration statement relating to the Partnership and the Units or the prospectus included as a part thereof, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement. The parties to this Agreement agree that the Escrow Agent has not reviewed and is not making any recommendations with respect to be so authorized on behalf the Units. The use of the party Escrow Agent’s name in any communication, written or parties involvedoral, in connection with the offering of the Units without the specific written approval of the Escrow Agent is expressly prohibited. The Escrow Agent grants permission to use its name in the Prospectus.

Liability of Escrow Agent. (a) The duties of the Escrow Agent hereunder are entirely administrative and not discretionary. The duties and responsibilities of the Escrow Agent hereunder shall be determined solely by the express provisions of this Escrow Agreement. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no further duties or responsibilities shall be implied. The Escrow Agent is obligated to act only in accordance with written instructions received by it as provided in this Escrow Agreement, is authorized hereby to comply with any orders, judgments or decrees of any court or arbitration panel and shall not incur any liability as a result of its compliance with such instructions, orders, judgments or decrees. (b) The Escrow Agent may rely and shall be protected in acting upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the persons or parties purporting to sign the same and to conform to the provisions of this Escrow Agreement. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such instrument. (c) The Trust, the Adviser and the Sub-Adviser hereby waive any suit, claim, demand or cause of action of any kind which any of them may now or hereafter have to assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Escrow Agreement, unless such suit, claim, demand or cause of action is based upon the willful misappropriation of funds by the Escrow Agent or unless a court of competent jurisdiction determines that the Escrow Agent's gross negligence was the primary cause of a loss to the Trust, the Adviser or the Sub-Adviser. (d) The Escrow Agent shall have no duty to solicit any payments that may be due to it hereunder. The Escrow Agent shall not incur any liability for following the instructions herein contained or expressly provided for or written instructions given by the Trust, the Adviser and the Sub-Adviser. In the administration of this Escrow Agreement and the Escrow Fund hereunder, the Escrow Agent may execute any of its powers and perform its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for any damagesanything done, suffered or have any obligations other than omitted in good faith by it in accordance with the duties prescribed in this Agreement in carrying out advice or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result opinion of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agentsuch counsel, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, accountants or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedskilled persons.

Liability of Escrow Agent. The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be liable for any damagesdeemed to be the agent of either of the parties, or have any obligations other than and that the duties prescribed in this Agreement in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Contract, but shall be liable for its negligent acts and for any loss, cost or expense incurred by Seller or Purchaser resulting from the Escrow Agent’s mistake of law respecting the Escrow Agent’s scope or nature of its duties. Seller and Purchaser shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance of the Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or made by the Escrow Agent in good bad faith. The parties to , in disregard of this Agreement will indemnify Contract or involving willful misconduct or negligence on the part of the Escrow Agent. EXHIBIT C PROPERTY INFORMATION Construction Plan Drawings and Specification Books, hold to be made available at the Escrow Agent harmlessReal Property Copies of permits and licenses related to or affecting the Property, including, Pool and reimburse Spa Permits, Elevator Permits (if applicable), Flood Elevation Certifications (if applicable) and Boiler Permits (if applicable) Current inspections reports to be made available at the Escrow Agent fromReal Property Certificates of Occupancy Soil Reports, against if available All existing environmental reports prepared for the Seller or in Seller’s possession Standard form of apartment lease used by Seller for the Real Property and forthe right to inspect the existing Leases (electronic) in the possession of the property manager for the Real Property to be made available at the Real Property. Copies of all Service Contracts for the Real Property (as defined in the contract) A list of Personal Property, any Insurance Claims History for the current year and all liabilitiesthe past two years for the Property Floor plans and amenities Site Plan for the Real Property Any existing land title survey for the Real Property (“Existing Survey”) Warranties on major items (i.e., costsroof) for the Real Property Current Rent Rolls for the Real Property and historical monthly rent rolls for the period commencing December 1, fees and expenses 2011 to current date. Utility Account List for the Real Property (including reasonable attorney's feesnames/addresses of utility companies; account numbers) Copies of Utility Bills (telephone, electric, water/sewer, gas and cable) for the Escrow Agent may suffer or incur by reason of its execution past three months for the Real Property Real Estate Tax Bills for the past two years for the Real Property Capital Expenditures current year and performance of this Agreementprior 2 years for the Property which is included on the Operating Statements Operating Statements for the Property for the current year and prior two years. If any legal questions arise concerning the Escrow Agent's duties Accounts payable and obligations under this Agreementaccounts receivable detail listing/aging reports as calendar years ending December 31, then the Escrow Agent may consult with its counsel 2011 and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written noticeDecember 31, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine 2012 and what it purports to be. If there is any disagreement between any as of the parties to this Agreementcalendar month end. General ledgers for 2012 and 2013. List of current on site staff by name and position. EXHIBIT D When recorded, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party return to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involved.: Attention:

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damages, or have any obligations other than the duties prescribed in this Agreement in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will jointly and severally indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Escrow Agreement 5 National City Bank of Pennsylvania is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involved.

Liability of Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no other duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper Party or Parties. Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. Escrow Agent shall have no duty to solicit any payments which may be due it. Escrow Agent shall not be liable for any damagesaction taken or omitted by it in good faith except to the extent that a court of competent jurisdiction or arbitrator, as applicable, determines that Escrow Agent’s gross negligence, willful misconduct or have fraud was the primary cause of any obligations loss to a Party. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other than the duties prescribed skilled persons to be selected and retained by it in this Agreement in carrying out or executing the purposes and intent of this Agreement. Howeverits sole discretion, nothing in this Agreement provided that any such delegation shall not relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's obligations, duties and obligations under this Agreement shall be entirely administrative and not discretionaryresponsibilities hereunder. The Escrow Agent shall not be liable to any party to this Agreement for anything done, suffered or to any third-party as a result omitted in good faith by it in accordance with the advice or opinion of any action such counsel, accountants or omission taken or made by other skilled persons. In the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The event that Escrow Agent shall be protected in acting on uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow AgentParty which, in good faithits opinion, believes to be genuine and what it purports to be. If there is any disagreement between conflict with any of the parties to provisions of this Agreement, or between them or with any other personinstructions, resulting in adverse claims or demands being made from any other Party, it shall refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the Parties or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. All of the terms and conditions in connection with Escrow Agent’s duties and responsibilities, and the rights of the Parties or anyone else, are contained solely in this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the and Escrow Agent mayis not expected or required to be familiar with the provisions of any other agreements, at and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreements. Except as herein expressly provided, none of the provisions of this Agreement shall require Escrow Agent to expend or risk its option, refuse own funds or otherwise incur financial liability or expense in the performance of any of its duties hereunder. Escrow Agent is hereby authorized to comply with and obey all final non-appealable orders, judgments, decrees or writs entered or issued by any claims court or demands on it final decision of any arbitrator, and in the event Escrow Agent obeys or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In complies with any such eventfinal non-appealable order, judgment, decree or writ of any court or final decision of any arbitrator, in whole or in part, after giving the Escrow Agent Parties seven (7) days’ prior written notice, it shall not be or become liable in any way or to any of the Parties hereto, nor to any other person for its failure or refusal to act and the Escrow Agent entity, by reason of such compliance, notwithstanding that it shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not determined that any such final non-appealable order, judgment, decree, writ, or final decision of a party tocourt or final decision of any arbitrator be entered without jurisdiction or be invalid for any reason or be subsequently reversed, nor has it reviewed modified, annulled or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedvacated.

Liability of Escrow Agent. The a. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement, including without limitation the Offering Document. Escrow Agent shall not be liable for any damages, action taken or have any obligations other than omitted by it in good faith except to the duties prescribed in this Agreement in carrying out or executing the purposes and intent extent that a court of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The competent jurisdiction determines that Escrow Agent's gross negligence or willful misconduct was the primary cause of any loss to the Issuer, Broker or any Subscriber. Escrow Agent's sole responsibility shall be for the safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Offering Document, or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, Escrow Agent shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Issuer, Broker and/or any Subscriber. Escrow Agent shall not be responsible or liable in any manner for the performance by Issuer or any Subscriber of their respective obligations under any subscription agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of Issuer, Broker or any third party (including any Subscriber) to honor any of the provisions of this Agreement Escrow Agreement. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be entirely administrative fully indemnified from any reasonable liability whatsoever in acting in accordance with the reasonable opinion or instruction of such counsel. Issuer shall promptly pay, upon demand, the reasonable fees and not discretionary. The expenses of any such counsel. b. Escrow Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow Funds, without determination by Escrow Agent of such court's jurisdiction in the matter. If any portion of the Escrow Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, Escrow Agent is authorized, in its reasonable discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any party to this Agreement of the parties hereto or to any third-party as a result of any action other person or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur entity by reason of its execution and performance of this Agreementsuch compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. If any legal questions arise concerning Notwithstanding the Escrow Agent's duties and obligations under this Agreementforegoing, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which provide the Escrow Agent, in good faith, believes to be genuine Issuer and what it purports to be. If there is any disagreement between any Broker with immediate notice of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be court order or become liable in any way or to any person for its failure or refusal to act similar demand and the Escrow Agent shall be entitled opportunity to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not interpose an objection or obtain a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedprotective order.

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damages, or have any obligations other than the duties prescribed in this Agreement in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. ESCROW AGREEMENT 4 PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involved.

Liability of Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to transfer any stock hereunder unless the same has been first received by the Escrow Agent pursuant to the provisions of this Agreement. The Escrow Agent acts hereunder as depository only, and is not responsible or liable in any manner for the sufficiency, correctness, genuineness or validity of any instrument deposited with it hereunder, or with respect to the form or execution of the same, or the identity, authority, or right of any person executing or depositing or receiving the same. The Escrow Agent shall have no duty or obligation to collect any stock certificates at any time due and shall not be responsible for any defaults thereunder or hereunder by any other party or for the application of any stock certificates received by it as herein provided. The Escrow Agent shall use reasonable care but shall not be liable for the default or misconduct of any agent or attorney appointed by it who it has been selected with reasonable care. The Escrow Agent shall be fully protected with respect to any action taken or suffered under this Agreement in good faith by it, except for gross negligence and willful misconduct. The Escrow Agent may consult with counsel for ITS, and shall be fully protected in respect to any action taken or suffered under the Agree-ment, in good faith by it in accordance with the opinion of such counsel. The Escrow Agent shall not be bound or in any way affected by any notice of any modification, cancellation, abrogation or rescission of this Agreement, or of any fact or circumstance affecting or alleged to affect the rights or liabilities of the Parties hereto other than as set forth in this Agreement or affecting or alleged to affect the rights or liabilities of any other persons, unless notified in writing by all the Parties to this Agreement, and by all such other persons; nor, in the case of a modification, unless such modification shall be satisfactory to the Escrow Agent. The Escrow Agent shall not be liable for any damages, actions taken in compliance with the instructions contained in written notices received by it from ITS or have any obligations other than the duties prescribed in this Agreement in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedTeleconnect shareholders.

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damages, or have any obligations other than Agent’s sole duty and responsibility hereunder is to receive and distribute the duties prescribed Escrowed Stock in this Agreement in carrying out or executing accordance with the purposes and intent terms of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations ’s liability under this Agreement shall be entirely administrative and not discretionary. The limited to such responsibilities, which shall be carried out as the Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counseldetermine. The Escrow Agent shall be protected in acting on upon any written notice, request, affidavit, certificate, waiver, consent, authorizationreceipt, judgment, court order or other paper or document which the Escrow Agent, Agent in good faith, faith believes to be genuine and what it purports to be. If there is any disagreement between In performing any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such eventduties hereunder, the Escrow Agent shall not be incur any liability to anyone for damages, losses or become liable in any way expenses, except for willful default or to any person for its failure or refusal to act and breach of trust, and, accordingly, the Escrow Agent shall be entitled not incur any such liability with respect to continue (a) any action taken or omitted in good faith upon advice of its counsel given with respect to so refrain from acting until any questions relating to the dispute is resolved by the parties involved. PNC Bank is acting solely as duties and responsibilities of the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to under this Agreement, other than or (b) any action taken or omitted in reliance upon any instrument, including any written notice, request or instruction provided for in this Agreement itselfAgreement, not only as to its due execution and has assumedthe validity and effectiveness of its provisions, without investigationbut also as to the truth and accuracy of any information contained therein, which the authority Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform with the provisions of this Agreement. The Escrow Agent shall not be liable for any error or judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct. The Escrow Agent shall have no responsibility with respect to the application of the individuals executing this Agreement Escrowed Stock disbursed by it pursuant to be so authorized on behalf of the party or parties involvedprovisions hereof.

Liability of Escrow Agent. The Escrow Agent shall not be liable for a. In performing any damagesof its duties under this Agreement, or have any obligations other than upon the claimed failure to perform its duties prescribed in this Agreement in carrying out or executing hereunder, the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to anyone for any party to this Agreement damages, losses, or to any third-party expenses which it may incur as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties so acting, or failing to this Agreement will indemnify act; provided, however, the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, liable for damages arising out of its willful default or other paper misconduct or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take its gross negligence under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such eventAccordingly, the Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel or become liable in any way or counsel for the Company which is given with respect to any questions relating to the duties and responsibilities of the Escrow Agent hereunder, or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Escrow Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, if the Escrow Agent shall in good faith believe such document to be genuine, to have been signed or presented by a proper person or persons, and to conform with the provisions of this Agreement. b. The Company hereby agrees to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may be incurred by it resulting from any act or omission of the Company; provided, however, that the Company shall not indemnify the Escrow Agent for any losses, claims, damages, or expenses arising out of the Escrow Agent's willful default, misconduct, or gross negligence under this Agreement. c. If a dispute ensues between any of the parties hereto which, in the opinion of the Escrow Agent, is sufficient to justify its failure or refusal to act and doing so, the Escrow Agent shall be entitled to continue tender into the registry or custody of any court of competent jurisdiction, including the Circuit Court of Xxxxxx County, North Carolina, all money or property in its hands under the terms of this Agreement, and to so refrain file such legal proceedings as it deems appropriate, and shall thereupon be discharged from acting until the dispute is resolved by the parties involvedall further duties under this Agreement. PNC Bank is acting solely Any such legal action may be brought in any such court as the Escrow Agent shall determine to have jurisdiction thereof. The Company shall indemnify the Escrow Agent against its reasonable court costs and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedattorneys' fees incurred in filing such legal proceedings.

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damages, or have any obligations other than the duties prescribed in this Agreement in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's ’s duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will jointly and severally indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's ’s fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's ’s duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC National City Bank of Cleveland, Ohio is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involved.. Escrow Agreement

Liability of Escrow Agent. The In order to induce Escrow Agent to act as escrow agent hereunder, the parties hereto agree that: (a) Escrow Agent shall not in any way be bound or affected by any amendment or modification of this Agreement, unless the same shall have been agreed to in writing by Escrow Agent; (b) Escrow Agent shall not be under any duty to give the property held hereunder any greater degree of care than it gives its other customers’ deposits of similar property; (c) Escrow Agent may act in reliance upon, and shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon, any notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by Escrow Agent to be genuine and to have been presented or signed by the proper party or parties; (d) Escrow Agent shall not at any time be under any duty or responsibility to make a determination of any facts contained in any certificate delivered pursuant hereto or to make any independent verification of the statements or signatures in such certificate or amounts delivered thereby; (e) Escrow Agent shall not be responsible for any failure by Parent or Stockholders’ Agent to comply with any of their respective covenants contained in this Agreement, the Merger Agreement or any other agreement; (f) Escrow Agent shall be under no duty or obligation to take any legal action in connection with this Agreement or to enforce, through the institution of legal proceedings or otherwise, any of its rights as escrow agent hereunder or any rights of any other party hereto pursuant to this Agreement or any other agreement, nor shall it be required to defend any action or legal proceeding which, in its opinion, would or might involve Escrow Agent in any cost, expense, loss or liability; (g) Escrow Agent may engage or be interested in any financial or other transaction with the parties hereunder as freely as if it were not Escrow Agent hereunder; (h) Escrow Agent shall be entitled to rely upon advice of counsel of its choosing in reference to any matter connected herewith, and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel and shall not be liable for any damagesmistake of fact or error of judgment, or have for any obligations other than the duties prescribed in this Agreement in carrying out acts or executing the purposes and intent omissions of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of any kind unless caused by its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable ; (i) notwithstanding anything to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agentcontrary contained herein, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The if Escrow Agent shall be protected in acting on uncertain as to its duties or rights hereunder, shall receive any written notice, requestadvice, waiver, consent, authorizationdirection, or other paper or document which the Escrow Agentfrom any other party with respect to this Agreement which, in good faithits opinion, believes to be genuine and what it purports to be. If there is any disagreement between in conflict with any of the parties to provisions of this Agreement, or between them should be advised that a dispute has arisen with respect to the payment, ownership, or right of possession of or to the Indemnity Escrow Fund Balance or any other personpart thereof (or as to the delivery, resulting in adverse claims or demands being made in connection with this Agreementnon-delivery, or if the Escrow Agentcontent of any notice, in good faithadvice, is in doubt as to what action it should take under this Agreementdirection or other document), then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled (but not obligated), without liability to continue anyone, to so refrain from acting taking any action other than to use its best efforts to safely keep the Indemnity Escrow Fund Balance until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent shall be directed otherwise in writing by (A) joint written notice of Parent and Stockholders’ Agent or (B) an order, decree or judgment of a court of competent jurisdiction which has been finally affirmed on appeal or which by lapse of time or otherwise is not a party tono longer subject to appeal, nor has but Escrow Agent shall be under no duty to institute or to defend any proceeding, although it reviewed may institute or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, defend such proceedings; (j) Parent and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized Stockholders’ Agent (both on its own behalf and on behalf of the party Stockholders) hereby authorize Escrow Agent, if Escrow Agent is threatened with litigation or is sued, to interplead all interested parties involvedin any court of competent jurisdiction and to deposit the Indemnity Escrow Fund Balance with the clerk of that court; and (k) this Agreement sets forth exclusively the duties of Escrow Agent with respect to any and all matters pertinent hereto and no implied duties or obligations shall be read into this Agreement against Escrow Agent.

Liability of Escrow Agent. The Escrow Agent shall not be liable for (a) In performing any damagesof its duties under this Agreement, or have any obligations other than upon the claimed failure to perform its duties prescribed in this Agreement in carrying out or executing hereunder, the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to anyone for any party to this Agreement damages, losses, or to any third-party expenses which it may incur as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties so acting, or failing to this Agreement will indemnify act; provided, however, the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, liable for damages arising out of its willful default or other paper misconduct or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take its gross negligence under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such eventAccordingly, the Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel or become liable in any way or counsel for the Company which is given with respect to any questions relating to the duties and responsibilities of the Escrow Agent hereunder, or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Escrow Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, if the Escrow Agent shall in good faith believe such document to be genuine, to have been signed or presented by a proper person or persons, and to conform with the provisions of this Agreement. (b) The Company hereby agrees to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may be incurred by it resulting from any act or omission of the Company; provided, however, that the Company shall not indemnify the Escrow Agent for any losses, claims, damages, or expenses arising out of the Escrow Agent’s willful default, misconduct, or gross negligence under this Agreement. (c) If a dispute ensues between any of the parties hereto which, in the opinion of the Escrow Agent, is sufficient to justify its failure or refusal to act and doing so, the Escrow Agent shall be entitled to continue tender into the registry or custody of any court of competent jurisdiction, including the Circuit Court of County, , all money or property in its hands under the terms of this Agreement, and to so refrain file such legal proceedings as it deems appropriate, and shall thereupon be discharged from acting until the dispute is resolved by the parties involvedall further duties under this Agreement. PNC Bank is acting solely Any such legal action may be brought in any such court as the Escrow Agent shall determine to have jurisdiction thereof. The Company shall indemnify the Escrow Agent against its court costs and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedattorneys’ fees incurred in filing such legal proceedings.

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damages, or have any obligations other than the duties prescribed in this Agreement in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involved.

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damagesdamage, loss or have injury resulting from any obligations other than action taken or omitted in the duties prescribed in this Agreement in carrying out absence of gross negligence or executing the purposes and intent willful misconduct (as finally adjudicated by a court of this Agreementcompetent jurisdiction). However, nothing in this Agreement In no event shall relieve the Escrow Agent from liability arising out be liable for indirect, incidental, consequential, punitive or special losses or damages (including but not limited to lost profits), regardless of its own willful misconduct the form of action and whether or gross negligencenot any such losses or damages were foreseeable or contemplated. The Escrow Agent's duties and obligations under this Agreement Agent shall be entirely administrative entitled to act in accordance with or rely upon any instruction, notice, request or other instrument delivered to it without being required to determine the authenticity or validity thereof or the truth or accuracy of any information stated therein. The Escrow Agent may act in reliance upon any signature believed by it in good faith to be genuine and not discretionarymay assume that any person purporting to make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent may consult with counsel satisfactory to it, and the opinion or advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith and in accordance with the opinion and advice of such counsel. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians and/or nominees; provided that the Escrow Agent shall remain liable for the actions or failures to act of such agents, representatives, attorneys, custodians and/or nominees to the same extent it would have been liable had it performed such actions or failed to act itself. The Escrow Agent shall not be liable to incur any party to this Agreement liability for not performing any act or to fulfilling any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur obligation hereunder by reason of any occurrence beyond its execution and performance control (including, without limitation, any provision of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreementpresent or future law or regulation or any act of any governmental authority, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorizationact of God or war or terrorism, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any unavailability of the parties to this Agreement, or between them Federal Reserve Bank wire services or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedelectronic communication facility).

Liability of Escrow Agent. The a. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement, including without limitation the Offering Document. Escrow Agent shall not be liable for any damagesaction taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer, Broker, Managing Broker or any Subscriber. Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Offering Document, or have to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, Escrow Agent shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Issuer, Broker, Managing Broker, and/or any Subscriber. Escrow Agent shall not be responsible or liable in any manner for the performance by Issuer or any Subscriber of their respective obligations other than under any subscription agreement nor shall Escrow Agent be responsible or liable in any manner for the duties prescribed in this Agreement in carrying out failure of Issuer, Broker, Managing Broker or executing any third party (including any Subscriber) to honor any of the purposes and intent provisions of this Escrow Agreement. HoweverEscrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, nothing or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any reasonable liability whatsoever in this Agreement acting in accordance with the reasonable opinion or instruction of such counsel. Issuer shall relieve promptly pay, upon demand, the reasonable fees and expenses of any such counsel. b. Escrow Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow Funds, without determination by Escrow Agent from liability arising out of its own willful misconduct such court's jurisdiction in the matter. If any portion of the Escrow Funds is at any time attached, garnished or gross negligence. The Escrow Agent's duties and obligations levied upon under this Agreement any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be entirely administrative stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and not discretionary. The in any such event, Escrow Agent is authorized, in its reasonable discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any party to this Agreement of the parties hereto or to any third-party as a result of any action other person or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur entity by reason of its execution and performance of this Agreementsuch compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. If any legal questions arise concerning Notwithstanding the Escrow Agent's duties and obligations under this Agreementforegoing, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which provide the Escrow Agent, in good faith, believes to be genuine Issuer and what it purports to be. If there is any disagreement between any Managing Broker with immediate notice of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be court order or become liable in any way or to any person for its failure or refusal to act similar demand and the Escrow Agent shall be entitled opportunity to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not interpose an objection or obtain a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedprotective order.

Liability of Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no other duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper Escrow Party or Escrow Parties. Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. Escrow Agent shall have no duty to solicit any payments which may be due it. Escrow Agent shall not be liable for any damagesaction taken or omitted by it in good faith except to the extent that a court of competent jurisdiction or arbitrator, or have any obligations other than the duties prescribed in this Agreement in carrying out or executing the purposes and intent of this Agreement. Howeveras applicable, nothing in this Agreement shall relieve the determines that Escrow Agent from liability arising out of its own Agent’s gross negligence, willful misconduct or gross negligencefraud was the primary cause of any loss to a Party. The Escrow Agent's Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and obligations under this Agreement shall may consult with counsel, accountants and other skilled persons to be entirely administrative selected and not discretionaryretained by it in its sole discretion. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party Escrow Party which, in its opinion, conflict with any of the provisions of this Agreement, or with any instructions, claims or demands from any other Escrow Party, it shall refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by each of the Escrow Parties or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. In receiving the Escrow Amount deposited pursuant to this Agreement or to any third-party Agreement, Escrow Agent acts only as a result of any action or omission taken or made by depository for the Escrow Agent Parties and assumes no responsibility except as specifically set forth in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance provisions of this Agreement. If any legal questions arise concerning All of the terms and conditions in connection with Escrow Agent's ’s duties and obligations under responsibilities, and the rights of the Parties or anyone else, are contained solely in this Agreement, then the and Escrow Agent may consult is not expected or required to be familiar with its counsel the provisions of any other agreements, and rely without shall not be charged with any responsibility or liability on written opinions given to it by its counselin connection with the observance of the provisions of any such other agreements. The Except as herein expressly provided, none of the provisions of this Agreement shall require Escrow Agent shall be protected to expend or risk its own funds or otherwise incur financial liability or expense in acting on the performance of any of its duties hereunder. Escrow Agent is hereby authorized to comply with and obey all final non-appealable orders, judgments, decrees or writs entered or issued by any court or final decision of any arbitrator, and in the event Escrow Agent obeys or complies with any such final non-appealable order, judgment, decree or writ of any court or final decision of any arbitrator, in whole or in part, after giving the other Parties seven (7) days’ prior written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes it shall not be liable to be genuine and what it purports to be. If there is any disagreement between any of the parties other Parties hereto, nor to this Agreementany other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such final non-appealable order, judgment, decree, writ, or between them final decision of a court or final decision of any other personarbitrator be entered without jurisdiction or be invalid for any reason or be subsequently reversed, resulting in adverse claims modified, annulled or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedvacated.

Liability of Escrow Agent. (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement, including without limitation the Prospectus or Registration Statement. The Escrow Agent shall not be liable for any damages, action taken or have any obligations other than omitted by it in good faith except to the duties prescribed in this Agreement in carrying out or executing the purposes and intent extent that a court of this Agreement. However, nothing in this Agreement shall relieve competent jurisdiction determines that the Escrow Agent from liability arising out of its own Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Company, any of the Managing Dealers, any Soliciting Dealer or gross negligenceany subscriber. The Escrow Agent's duties and obligations under this Agreement ’s sole responsibility shall be entirely administrative for the safekeeping and disbursement of the Escrowed Funds in accordance with the terms of this Escrow Agreement. The Escrow Agent shall have no implied duties or obligations and shall not discretionarybe charged with knowledge or notice of any fact or circumstance not specifically set forth herein. The Escrow Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Agent shall not be liable obligated to take any party to this Agreement or to any third-party as a result of any legal action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, commence any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made proceeding in connection with the Escrowed Funds, any account in which Escrowed Funds are deposited, this Escrow Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues Prospectus or the doubt exists. In Registration Statement, or to appear in, prosecute or defend any such eventlegal action or proceeding. Without limiting the generality of the foregoing, the Escrow Agent shall not be responsible for or become required to enforce any of the terms or conditions of any subscription agreement with any subscriber or any other agreement among the Company, the Managing Dealers, any Soliciting Dealer and/or any subscriber. The Escrow Agent shall not be responsible or liable in any way manner for the performance by Company or to any person for its failure or refusal to act and subscriber of their respective obligations under any subscription agreement nor shall the Escrow Agent be responsible or liable in any manner for the failure of Company, any of the Managing Dealers or any Subscribing Dealer or any third party (including any subscriber) to honor any of the provisions of this Escrow Agreement. The Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be entitled to continue to so refrain fully indemnified from any liability whatsoever in acting until in accordance with the dispute is resolved by the parties involvedopinion or instruction of such counsel. PNC Bank is acting solely as the Escrow Agent and is not a party toCompany shall promptly pay, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigationupon demand, the authority reasonable fees and expenses of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedany such counsel.

Liability of Escrow Agent. The Escrow Agent shall not be liable for a. In performing any damagesof its duties under this Agreement, or have any obligations other than upon the claimed failure to perform its duties prescribed in this Agreement in carrying out or executing hereunder, the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to anyone for any party to this Agreement damages, losses, or to any third-party expenses which it may incur as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties so acting, or failing to this Agreement will indemnify act; provided, however, the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, liable for damages arising out of its willful default or other paper misconduct or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take its gross negligence under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such eventAccordingly, the Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel or become liable in any way or counsel for the Registrant which is given with respect to any questions relating to the duties and responsibilities of the Escrow Agent hereunder, or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Escrow Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, if the Escrow Agent shall in good faith believe such document to be genuine, to have been signed or presented by a proper person or persons, and to conform with the provisions of this Agreement. b. The Registrant hereby agrees to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may be incurred by it resulting from any act or omission of the Registrant; provided, however, that the Registrant shall not indemnify the Escrow Agent for any losses, claims, damages, or expenses arising out of the Escrow Agent’s willful default, misconduct, or gross negligence under this Agreement. c. If a dispute ensues between any of the parties hereto which, in the opinion of the Escrow Agent, is sufficient to justify its failure or refusal to act and doing so, the Escrow Agent shall be entitled to continue tender into the registry or custody of any court of competent jurisdiction, including the Circuit Court of Xxxxxx County, Florida, all money or property in its hands under the terms of this Agreement, and to so refrain file such legal proceedings as it deems appropriate, and shall thereupon be discharged from acting until the dispute is resolved by the parties involvedall further duties under this Agreement. PNC Bank is acting solely Any such legal action may be brought in any such court as the Escrow Agent shall determine to have jurisdiction thereof. The Registrant shall indemnify the Escrow Agent against its reasonable court costs and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedattorneys’ fees incurred in filing such legal proceedings.

Liability of Escrow Agent. The Escrow Agent shall not be liable for (a) In performing any damagesof its duties under this Agreement, or have any obligations other than upon the claimed failure to perform its duties prescribed in this Agreement in carrying out or executing hereunder, the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to anyone for any party to this Agreement damages, losses, or to any third-party expenses which it may incur as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties so acting, or failing to this Agreement will indemnify act; provided, however, the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, liable for damages arising out of its willful default or other paper misconduct or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take its gross negligence under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such eventAccordingly, the Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel or become liable in any way or counsel for the Company which is given with respect to any questions relating to the duties and responsibilities of the Escrow Agent hereunder, or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Escrow Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, if the Escrow Agent shall in good faith believe such document to be genuine, to have been signed or presented by a proper person or persons, and to conform with the provisions of this Agreement. (b) The Company hereby agrees to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may be incurred by it resulting from any act or omission of the Company; provided, however, that the Company shall not indemnify the Escrow Agent for any losses, claims, damages, or expenses arising out of the Escrow Agent’s willful default, misconduct, or gross negligence under this Agreement. (c) If a dispute ensues between any of the parties hereto which, in the opinion of the Escrow Agent, is sufficient to justify its failure or refusal to act and doing so, the Escrow Agent shall be entitled to continue tender into the registry or custody of any court of competent jurisdiction, including the Circuit Court of Orange County, Florida, all money or property in its hands under the terms of this Agreement, and to so refrain file such legal proceedings as it deems appropriate, and shall thereupon be discharged from acting until the dispute is resolved by the parties involvedall further duties under this Agreement. PNC Bank is acting solely Any such legal action may be brought in any such court as the Escrow Agent shall determine to have jurisdiction thereof. The Company shall indemnify the Escrow Agent against its court costs and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedattorneys’ fees incurred in filing such legal proceedings.

Liability of Escrow Agent. Except in cases of the Escrow Agent’s bad faith, willful misconduct or gross negligence, the Escrow Agent shall be fully protected (i) in acting in reliance upon any certificate, statement, request, notice, advice, instruction, direction, other agreement or instrument or signature reasonably and in good faith believed by the Escrow Agent to be genuine, (ii) in assuming that any person purporting to give the Escrow Agent any of the foregoing in accordance with the provisions hereof, or in connection with either this Agreement or the Escrow Agent’s duties hereunder, has been duly authorized to do so, and (iii) in acting or refraining from acting in good faith when advised to act or refrain to act, as the case may be, by any counsel retained by the Escrow Agent. The Escrow Agent shall not be liable for any damagesmistake of fact or law or any error of judgment, or have for any obligations other than the duties prescribed in this Agreement in carrying out act or executing the purposes and intent of this Agreement. Howeveromission, nothing in this Agreement shall relieve the Escrow Agent from liability arising out except as a result of its own bad faith, willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be responsible for any loss incurred upon any investment made under circumstances not constituting bad faith, willful misconduct or gross negligence. Without limiting the generality of the foregoing, it is hereby agreed that in no event will the Escrow Agent and its agents and affiliates be liable to for any party to lost profits or other indirect, special, incidental or consequential damages which the parties may incur or experience by reason of having entered into or relied on this Agreement or to any third-party as a result arising out of any action or omission taken or made by in connection with the Escrow Agent’s performance of services hereunder, even if the Escrow Agent in good faith. The parties to this Agreement will indemnify was advised or otherwise made aware of the possibility of such damages; nor shall the Escrow Agent be liable for acts of God, acts of war, breakdowns or malfunctions of machines or computers, interruptions or malfunctions of communications or power supplies, labor difficulties, actions of public authorities, or any other similar cause or catastrophe beyond the Escrow Agent, hold ’s reasonable control. In the event that the Escrow Agent harmlessshall be uncertain as to its duties or rights hereunder, or shall receive any certificate, statement, request, notice, advice, instruction, direction or other agreement or instrument from any other party with respect to the Escrow Fund which, in the Escrow Agent’s reasonable and reimburse good faith opinion, is in conflict with any of the provisions of this Agreement, or shall be advised that a dispute has arisen with respect to the Escrow Fund or any part thereof, the Escrow Agent fromshall be entitled, against and forwithout liability to any person, to refrain from taking any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) action other than to keep safely the Escrow Fund until the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult shall be directed otherwise in accordance with its counsel and rely without liability on written opinions given to it by its counselSection 6(d) hereof. The Escrow Agent shall be protected in acting on under no duty to institute or defend any written noticelegal proceedings, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then although the Escrow Agent may, in its discretion and at its optionthe expense of OXiGENE as provided in Sections 9(c) or 9(d) hereof, refuse to comply with any claims institute or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any defend such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedproceedings.

Liability of Escrow Agent. a. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement, including without limitation the Offering Document. The Escrow Agent shall not be liable for any damagesaction taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer, NCPS or have any obligations other than Subscriber. Escrow Agent’s sole responsibility shall be for the duties prescribed safekeeping and disbursement of the Escrow Funds in this Agreement in carrying out or executing accordance with the purposes and intent terms of this Escrow Agreement. HoweverEscrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, nothing in this Agreement instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall relieve believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if the Escrow Agent from liability arising out has been advised of its own willful misconduct the likelihood of such loss or gross negligencedamage and regardless of the form of action. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Offering Document, or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, Escrow Agent shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Issuer, NCPS and/or any Subscriber. Escrow Agent shall not be responsible or liable in any manner for the performance by Issuer or any Subscriber of their respective obligations under any subscription agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of Issuer, NCPS or any third party (including any Subscriber) to honor any of the provisions of this Escrow Agreement. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party to this Agreement hereto, and shall incur no liability and shall be fully indemnified from any reasonable liability whatsoever in acting in accordance with the reasonable opinion or to any third-party as a result instruction of such counsel. Issuer shall promptly pay, upon demand, the reasonable fees and expenses of any action such counsel. b. The Escrow Agent is authorized, in its sole discretion, to comply with orders issued or omission taken or made process entered by any court with respect to the Escrow Funds, without determination by the Escrow Agent of such court's jurisdiction in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreementmatter. If any legal questions arise concerning portion of the Escrow Agent's duties and obligations Funds is at any time attached, garnished or levied upon under this Agreementany court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent is authorized, in its reasonable discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be or become liable in to any way of the parties hereto or to any other person for its failure or refusal to act and entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. Notwithstanding the foregoing, the Escrow Agent shall be entitled provide the Issuer and NCPS with immediate notice of any such court order or similar demand and the opportunity to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not interpose an objection or obtain a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedprotective order.

Liability of Escrow Agent. (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement, including without limitation the Repurchase Option Agreement. The Escrow Agent shall not be liable for any damages, action taken or have omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent's gross negligence or willful misconduct was the primary cause of any obligations other than loss to the duties prescribed Company or Seller Escrow Agent's sole responsibility shall be for the safekeeping and disposition of the Escrow Items in this Agreement in carrying out or executing accordance with the purposes and intent terms of this Escrow Agreement. HoweverEscrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, nothing in this Agreement instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall relieve believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if the Escrow Agent from liability arising out has been advised of its own willful misconduct the likelihood of such loss or gross negligencedamage and regardless of the form of action. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Items, any account in which Escrow Funds are deposited, this Escrow Agreement or the Repurchase Option Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, Escrow Agent shall not be responsible for or required to enforce any of the terms or conditions of any agreement with or between the parties. Escrow Agent shall not be responsible or liable in any manner for the performance by either party of their respective obligations under any agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of either party or any third party to honor any of the provisions of this Escrow Agreement. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its du ties hereunder, or relating to any dispute involving any party to this Agreement hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or to any third-party as a result instruction of such counsel. Company shall promptly pay, upon demand, the reasonable fees and expenses of any action such counsel. (b) The Escrow Agent is authorized, in its sole discretion, to comply with orders issued or omission taken or made process entered by any court with respect to the Escrow Items, without determination by the Escrow Agent of such court's jurisdiction in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreementmatter. If any legal questions arise concerning portion of the Escrow Agent's duties and obligations Items is at any time attached, garnished or levied upon under this Agreementany court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be or become liable in to any way of the parties hereto or to any other person for its failure or refusal to act and the Escrow Agent shall entity by reason of such compliance even though such order, writ, judgment or decree may be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party tosubsequently reversed, nor has it reviewed modified, annulled, set aside or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedvacated.

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damages, or have any obligations other than the duties prescribed in this Agreement herein in carrying out or executing the purposes and intent of this Escrow Agreement. However; provided, however, that nothing in this Agreement herein contained shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement hereto or to any third-third party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If In the event any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreementhereunder, then the Escrow Agent may consult with its counsel and rely without liability on upon written opinions given to it by its such counsel. The Escrow Agent shall be protected in acting on upon any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If In the event that there is shall be any disagreement between any of the parties to this Agreement, or between them or either of any of them and any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if in the event Escrow Agent, in good faith, is shall be in doubt as to what action it should take under this Agreementhereunder, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreementhereunder, so long as the such disagreement continues or the such doubt exists. In ; and in any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank Escrow Agent is acting solely as the Escrow Agent escrow agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involved.

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damages, or have any obligations other than (a) It is agreed that the duties prescribed in this Agreement in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties are purely ministerial in nature and obligations under this Agreement shall be entirely administrative expressly limited to the safekeeping of the Escrow Res and not discretionary. The for the disposition of same in accordance with this Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by Agreement. (b) Each Principal hereby indemnifies the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, holds it harmless from and against and for, any and all claims, liabilities, damages, costs, penalties, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees and expenses (including reasonable attorney's fees) the or charges of any character or nature, which it may incur or with which it may be threatened directly or indirectly arising from or in any way connected with this Escrow Agent Agreement or which may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning result from the Escrow Agent's duties following of instructions from Principal(s), and obligations under this Agreementin connection therewith, then indemnifies the Escrow Agent may consult with its counsel against any and rely without liability on written opinions given to it by its counsel. all expenses, including attorney's fees and the cost of defending any action, suit, or proceeding or resisting any claim, whether or not litigation is instituted. (c) The Escrow Agent shall be protected in acting vested with a lien on all Escrow Res held hereunder which are deliverable to the Principal(s) under the terms of this Escrow Agreement, for indemnification, attorney's fees, court costs arising from any written noticesuit, request, waiver, consent, authorizationinterpleader or otherwise, or other paper expenses, fees or document charges of any character or nature, which may be incurred by the Escrow Agent by reason of disputes arising between Principal(s) and/or any third party as to the correct interpretation of this Escrow Agreement and/or the Consulting Agreement, and instructions given to the Escrow Agent hereunder, or otherwise, with the right of the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any regardless of the parties instruments aforesaid and without the necessity of instituting any action, suit or proceeding, to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if hold the Escrow AgentRes until and unless said additional expenses, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act fees and the Escrow Agent charges shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedfully paid.

Liability of Escrow Agent. The Escrow Agent shall not be liable for (a) In performing any damages, or have any obligations other than the duties prescribed in this Agreement in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then or upon the Escrow Agent may consult with claimed failure to perform its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such eventduties hereunder, the Escrow Agent shall not be liable as a result of the Escrow Agent acting, or become failing to act, any error of judgment or for any mistake of fact or law; provided, however, the Escrow Agent shall be liable for damages arising out of its willful misconduct or its gross negligence under this Agreement. Accordingly, the Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted to be taken in good faith or any action taken or omitted to be taken upon advice of its counsel or counsel for the Company and the Marketing Agent which is given with respect to any questions relating to the duties and responsibilities of the Escrow Agent hereunder; or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Escrow Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, if the Escrow Agent shall in good faith believe such document to be genuine, and to conform with the provisions of this Agreement. (b) The Company agrees to indemnify and hold harmless Escrow Agent, its officers, directors, agents, attorneys and representatives, against any and all losses, claims, damages, liabilities and expenses of any and every kind or nature whatsoever, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may be imposed upon Escrow Agent or incurred by it in connection with its acceptance of this appointment as Escrow Agent hereunder or the performance of its duties hereunder, and/or related to any litigation whatsoever arising from this Escrow Agreement or involving the subject matter thereof whether based upon contract, tort negligence, comparative negligence, concurrent negligence or otherwise and including without limitation, any actions or causes of action instigated by subscribers and/or broker-dealers against Escrow Agent, except that if Escrow Agent shall be found guilty of willful misconduct or gross negligence under this Agreement, then, in that event, Escrow Agent shall bear only such losses, claims, damages, and expenses attributable to Escrow Agent's willful misconduct or gross negligence. (c) If a dispute ensues between any of the parties hereto including between Escrow Agent and a subscriber or subscribers which, in the opinion of the Escrow Agent, is sufficient to justify its doing so, the Escrow Agent shall retain legal counsel of its choice as it reasonably may deem necessary to advise it concerning its obligations hereunder and to represent it in any way or litigation to any person for its failure or refusal to act and the which it may be a party by reason of this Agreement. The Escrow Agent shall be entitled to continue tender into the registry or custody of any court of competent jurisdiction, including the District Court of Brazos County, Texas, all money or property in its hands under the terms of this Agreement, and to so refrain file such legal proceedings as it deems appropriate, and shall thereupon be discharged from acting until the dispute is resolved by the parties involvedall further duties under this Agreement. PNC Bank is acting solely Any such legal action may be brought in any such court as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related shall determine to this Agreement, other than this Agreement itself, and has assumed, without investigationhave jurisdiction thereof. In connection with such dispute, the authority Company shall indemnify the Escrow Agent against its court costs, reasonable expenses and reasonable attorney's fees incurred. (d) The Escrow Agent may resign at any time upon giving thirty (30) days written notice to the Company. The Company within thirty (30) days after receiving such notice of resignation must retain a successor Escrow Agent; otherwise the individuals executing Escrow Agent may petition any court of competent jurisdiction to name a successor escrow agent and the Escrow Agent herein shall be fully relieved of all liability under this Agreement to be so authorized on behalf any and all parties including subscribers upon the transfer of the party Escrowed Funds and all related documentation thereto, including appropriate information to assist the successor escrow agent with the reporting of earnings of the Escrow Funds to the appropriate state and federal agencies in accordance with the applicable state and federal income tax laws, to the successor escrow agent designated by the Company or parties involvedappointed by the court. In the event Escrow Agent does petition the Court to name a successor escrow agent, then the Company shall indemnify Escrow Agent and pay for all court costs, reasonable expenses and attorney's fees incurred by Escrow Agent related thereto.

Liability of Escrow Agent. The Escrow Agent shall not be liable for any damages, or have any obligations other than the duties prescribed in this Agreement in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's ’s duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will jointly and severally indemnify the Escrow Agent, hold the Escrow Agreement 5 Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's ’s fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's ’s duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank TD Bank, N.A. is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involved.

Liability of Escrow Agent. (a) K&S shall indemnify, defend, and hold the Escrow Agent harmless against all losses, claims, damages, demands, liabilities and expenses (including reasonable attorney's fees and expenses), arising out of or in connection with this Agreement or any transaction related hereto, except to the extent that any such loss, liability, or expense results from the gross negligence or willful misconduct of the Escrow Agent. The foregoing indemnity shall survive the resignation of the Escrow Agent and the termination of this Agreement. (b) The Escrow Agent's duties are only such as are specifically provided herein, and the Escrow Agent shall incur no fiduciary or other liability whatsoever to K&S or the Sellers' Representative, or any other person, except to the extent K&S or the Sellers' Representative incur loss or liability due to the Escrow Agent's gross negligence or willful misconduct. The Escrow Agent may consult with counsel and shall be fully protected in any action taken in good faith in accordance with such advice. The Escrow Agent may rely and shall be fully protected in acting upon any written instructions received by it hereunder and believed by it to have been properly executed, and will have no responsibility hereunder other than to follow faithfully the instructions contained herein. The Escrow Agent shall not be liable for any damages, or have any obligations other than the duties prescribed in this Agreement in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve interest on the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. Account. (c) The Escrow Agent's duties and obligations under this Agreement Agent shall be entirely entitled to receive, as compensation for the ordinary administrative and not discretionaryservices to be rendered hereunder, the amount(s) set forth on Exhibit D hereto. The Escrow Agent shall not also be liable entitled to any party to reimbursement of all reasonable expenses, including its reasonable attorney's fees and expenses, which it may reasonably incur in connection with the performance of its duties under this Agreement or the enforcement of the indemnity provided in Section 9(a). Any amounts to any third-party as a result of any action or omission taken or made by be paid to the Escrow Agent in good faith. The parties pursuant to this Agreement will indemnify subsection (c) shall be paid by K&S. (d) It is understood that should any dispute arise with respect to the payment and/or ownership or right of possession of the Escrow AgentFunds, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of retain in its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreementpossession, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it anyone, all or any part of said Escrow Funds until such dispute shall have been settled either by its counselagreement of the parties to such dispute or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction after the time for appeal has expired and no appeal has been perfected. The Escrow Agent shall be protected under no duty whatsoever to institute or defend any such proceedings. The Escrow Agent may turn over all or any part of the Escrow Funds to or upon instruction of such court or tribunal, without liability to any person, in acting the case of any such dispute. (e) Bank and its affiliates may, without having to account therefor to any person, accept deposits from, extend credit (on a secured or unsecured basis) to and generally engage in any written noticekind of banking, request, waiver, consent, authorization, trust or other paper business with K&S or document which any of its affiliates as if it were not acting as the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any may accept fees and other person, resulting in adverse claims or demands being made consideration for services in connection with this Agreement, Agreement or if otherwise without having to account for the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or same to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedperson.

Liability of Escrow Agent. Except in cases of the Escrow Agent’s bad faith, willful misconduct or gross negligence, the Escrow Agent shall be fully protected (i) in acting in reliance upon any certificate, statement, request, notice, advice, instruction, direction, other agreement or instrument or signature reasonably and in good faith believed by the Escrow Agent to be genuine, (ii) in assuming that any person purporting to give the Escrow Agent any of the foregoing in accordance with the provisions hereof, or in connection with either this Agreement or the Escrow Agent’s duties hereunder, has been duly authorized to do so, and (iii) in acting or refraining from acting in good faith when advised to act or refrain to act, as the case may be, by any counsel retained by the Escrow Agent. The Escrow Agent shall not be liable for any damagesmistake of fact or law or any error of judgment, or have for any obligations other than the duties prescribed in this Agreement in carrying out act or executing the purposes and intent of this Agreement. Howeveromission, nothing in this Agreement shall relieve the Escrow Agent from liability arising out except as a result of its own bad faith, willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be responsible for any loss incurred upon any investment made under circumstances not constituting bad faith, willful misconduct or gross negligence. Without limiting the generality of the foregoing, it is hereby agreed that in no event will the Escrow Agent and its agents and affiliates be liable to for any party to lost profits or other indirect, special, incidental or consequential damages which the parties may incur or experience by reason of having entered into or relied on this Agreement or to any third-party as a result arising out of any action or omission taken or made by in connection with the Escrow Agent’s performance of services hereunder, even if the Escrow Agent in good faith. The parties to this Agreement will indemnify was advised or otherwise made aware of the possibility of such damages; nor shall the Escrow Agent be liable for acts of God, acts of war, breakdowns or malfunctions of machines or computers, interruptions or malfunctions of communications or power supplies, labor difficulties, actions of public authorities, or any other similar cause or catastrophe beyond the Escrow Agent, hold ’s reasonable control. In the event that the Escrow Agent harmlessshall be uncertain as to its duties or rights hereunder, or shall receive any certificate, statement, request, notice, advice, instruction, direction or other agreement or instrument from any other party with respect to the Escrow Fund which, in the Escrow Agent’s reasonable and reimburse good faith opinion, is in conflict with any of the provisions of this Agreement, or shall be advised that a dispute has arisen with respect to the Escrow Fund or any part thereof, the Escrow Agent fromshall be entitled, against and forwithout liability to any person, to refrain from taking any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) action other than to keep safely the Escrow Fund until the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult shall be directed otherwise in accordance with its counsel and rely without liability on written opinions given to it by its counselSection 6(d) hereof. The Escrow Agent shall be protected in acting on under no duty to institute or defend any written noticelegal proceedings, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then although the Escrow Agent may, in its discretion and at its optionthe expense of CombinatoRx as provided in Sections 9(c) or 9(d) hereof, refuse to comply with any claims institute or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any defend such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedproceedings.

Liability of Escrow Agent. The Escrow Agent shall not be liable have no liability or obligation with respect to the Escrowed Property except for any damages, or have any obligations other than the duties prescribed in this Agreement in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own Agent's willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement sole responsibility shall be entirely administrative for the safekeeping and distribution of the Escrowed Property in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not discretionarybe charged with knowledge or notice of any fact or circumstance not specifically set forth herein. The Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall, in good faith, believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same, and to conform to the provisions of this Escrow Agreement. In no event shall Escrow Agent be liable for incidental indirect, special, consequential or punitive damages. Escrow Agent shall not be liable obligated to take any party to legal action or commence any proceeding in connection with the Escrowed Property, this Agreement Escrow Agreement, or the Underlying Agreement, or to appear in, prosecute or defend any third-party as a result such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in the event of any action dispute or omission taken question as to the construction of any of the provisions hereof or made by of any other agreement or of its duties hereunder, and shall incur no liability and shall be fully protected from any liability whatsoever in acting in accordance with the Escrow Agent in good faithopinion or instruction of such counsel. PESA, CCACB, and the WPG Group, jointly and severally, shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel. The parties to this Agreement will indemnify agree that the Escrow Agentpayment by Pesa or CCACB, hold or the Escrow Agent harmless, and reimburse WPG Group for the Escrow Agent from, against and for, any and all liabilities, costs, reasonable fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties legal counsel hereunder shall not impair, limit, modify, or affect, the respective rights and obligations under this Agreementas between PESA, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such eventCCACB, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act WPG Group and the Escrow Agent shall be entitled to continue to so refrain from acting until other Purchasers and the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party torespective rights of each of PESA, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itselfCCACB, and has assumed, without investigation, the authority of WPG Group and the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedother Purchasers as against each other.

Liability of Escrow Agent. (a) The Escrow Agent shall not be liable for any damagesloss resulting from any investment, sale, transfer or have any obligations other than the duties prescribed in disposition made pursuant to this Agreement in carrying out compliance with the provisions hereof. The Escrow Agent shall have no lien whatsoever on any of the money or executing Escrowed Securities on deposit in the purposes Escrow Fund for the payment of fees and intent of this Agreement. However, nothing in this Agreement shall relieve expenses for services rendered by the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. or otherwise. (b) The Escrow Agent shall not be liable for the accuracy of the calculations as to any party the sufficiency of the Escrowed Securities and money to this Agreement or to any third-party pay (1) interest on the Series 2019 Bonds on the Crossover Date and (2) principal of the Refunded Bonds on the Crossover Date. So long as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify applies the Escrow Agent, hold the Escrow Agent harmless, Escrowed Securities and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt money as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such eventprovided herein, the Escrow Agent shall not be or become liable for any deficiencies in any way or the amounts necessary to any person for pay (A) interest on the Series 2019 Bonds on the Crossover Date and (B) principal of the Refunded Bonds on the Crossover Date caused by such calculations. Notwithstanding the foregoing, the Escrow Agent shall not be relieved of liability arising from and proximate to its failure to comply fully with the terms of this Agreement. (c) If the Escrow Agent fails to account for any of the Escrowed Securities or refusal to act money received by it, said Escrowed Securities or money shall be and remain the property of the District in trust for the holders of the Series 2019 Bonds, the Series 2010B Bonds and the Series 2010C Bonds, and, if for any reason such Escrowed Securities or money are not applied as herein provided, the assets of the Escrow Agent shall be entitled impressed with a trust for the amount thereof until the required application shall be made. (d) The Escrow Agent shall not be responsible for any action or failure to continue to so refrain take action on the part of the Paying Agent. (e) The Escrow Agent may rely and shall be protected in acting upon or refraining from acting until the dispute is resolved upon in good faith any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, verification, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the parties involved. PNC Bank is acting solely proper party or parties. (f) The Escrow Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. (g) No provision of this Agreement shall be construed to relieve the Escrow Agent and is from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that the Escrow Agent shall not a party tobe liable for any error of judgment made in good faith by an authorized officer, nor has employee or agent of the Escrow Agent, unless it reviewed shall be proved that the Escrow Agent was negligent in ascertaining the pertinent facts. (h) Whether or approved any agreement or matter not therein expressly so provided, every provision of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, relating to the authority conduct or affecting the liability of or affording protection to the individuals executing Escrow Agent shall be subject to the provisions of this Agreement to be so authorized on behalf of the party or parties involvedsection.

Liability of Escrow Agent. The (a) Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent has no fiduciary or discretionary duties of any kind under this Agreement. Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Agreement. Escrow Agent shall not be liable for any damages, action taken or have omitted by it in good faith except to the extent that a court of competent jurisdiction determines that Escrow Agent’s gross negligence or willful misconduct was the cause of any obligations other than loss. Escrow Agent’s sole responsibility shall be for the duties prescribed safekeeping and release of the Escrowed Funds in this Agreement in carrying out or executing accordance with the purposes and intent terms of this Agreement. HoweverEscrow Agent shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, nothing instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent shall not be responsible for delays or failures in performance resulting from acts beyond its control, including without limitation acts of God, strikes, lockouts, riots, acts of war or terror, epidemics, governmental regulations, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrowed Funds, any account in which Escrowed Funds are deposited, this Agreement shall relieve or under the Letter Agreement, the Supplement or the Stockholder Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent from liability arising out shall not be responsible or liable in any manner for the performance by any party of their respective obligations under the Letter Agreement, the Supplement or the Stockholder Agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of any party to honor any of the provisions of this Agreement. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its own willful misconduct duties hereunder, or gross negligencerelating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instruction of such counsel. Acquiror Bank and Representative, jointly and severally, shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel. The parties hereto agree to perform or procure the performance of all further acts and things, and execute and deliver such further documents, as may be required by law or as Escrow Agent's Agent may reasonably request in connection with its duties and obligations hereunder. (b) Escrow Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrowed Funds, without determination by Escrow Agent of such court’s jurisdiction in the matter. If any portion of the Escrowed Funds is at any time attached, garnished or levied upon under this Agreement any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be entirely administrative stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and not discretionary. The in any such event, Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any party to this Agreement of the parties hereto or to any third-party as a result of any action other person or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur entity by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreementsuch compliance even though such order, then the Escrow Agent writ, judgment or decree may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written noticesubsequently reversed, requestmodified, waiverannulled, consent, authorization, set aside or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedvacated.

Liability of Escrow Agent. The Escrow Agent shall not be liable for In performing any damagesof its duties under this Agreement, or have any obligations other than upon the claimed failure to perform its duties prescribed in this Agreement in carrying out or executing hereunder, the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to anyone for any party to this Agreement damages, losses, or to any third-party expenses which it may incur as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties so acting, or failing to this Agreement will indemnify act; provided, however, the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, liable for damages arising out of its willful default or other paper misconduct or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take its gross negligence under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such eventAccordingly, the Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel or become liable in any way or counsel for the Company which is given with respect to any questions relating to the duties and responsibilities of the Escrow Agent hereunder, or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Escrow Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, if the Escrow Agent shall in good faith believe such document to be genuine, to have been signed or presented by a proper person or persons, and to conform with the provisions of this Agreement. The Company hereby agrees to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may be incurred by it resulting from any act or omission of the Company; provided, however, that the Company shall not indemnify the Escrow Agent for any losses, claims, damages, or expenses arising out of the Escrow Agent’s willful default, misconduct, or gross negligence under this Agreement. If a dispute ensues between any of the parties hereto which, in the opinion of the Escrow Agent, is sufficient to justify its failure or refusal to act and doing so, the Escrow Agent shall be entitled to continue tender into the registry or custody of any court of competent jurisdiction, including the Circuit Court of Orange County, Florida, all money or property in its hands under the terms of this Agreement, and to so refrain file such legal proceedings as it deems appropriate, and shall thereupon be discharged from acting until the dispute is resolved by the parties involvedall further duties under this Agreement. PNC Bank is acting solely Any such legal action may be brought in any such court as the Escrow Agent shall determine to have jurisdiction thereof. The Company shall indemnify the Escrow Agent against its reasonable court costs and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedattorneys’ fees incurred in filing such legal proceedings.

Liability of Escrow Agent. a. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement, including without limitation the Offering Document. The Escrow Agent shall not be liable for any damagesaction taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent's gross negligence or willful misconduct was the primary cause of any loss to the Issuer, Underwriter or have any obligations other than Subscriber. Escrow Agent's sole responsibility shall be for the duties prescribed safekeeping and disbursement of the Escrow Funds in this Agreement in carrying out or executing accordance with the purposes and intent terms of this Escrow Agreement. HoweverEscrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, nothing in this Agreement instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall relieve believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to, lost profits), even if the Escrow Agent from liability arising out has been advised of its own willful misconduct the likelihood of such loss or gross negligencedamage and regardless of the form of action. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Offering Document, or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, Escrow Agent shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Issuer, Underwriter and/or any Subscriber. Escrow Agent shall not be responsible or liable in any manner for the performance by Issuer or any Subscriber of their respective obligations under any subscription agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of Issuer, Underwriter or any third party (including any Subscriber) to honor any of the provisions of this Escrow Agreement. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party to this Agreement hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or to any third-party as a result instruction of such counsel. Issuer shall promptly pay, upon demand, the reasonable fees and expenses of any action such counsel. b. The Escrow Agent is authorized, in its sole discretion, to comply with orders issued or omission taken or made process entered by any court with respect to the Escrow Funds, without determination by the Escrow Agent of such court's jurisdiction in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreementmatter. If any legal questions arise concerning portion of the Escrow Agent's duties and obligations Funds is at any time attached, garnished or levied upon under this Agreementany court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be or become liable in to any way of the parties hereto or to any other person for its failure or refusal to act and the Escrow Agent shall entity by reason of such compliance even though such order, writ, judgment or decree may be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party tosubsequently reversed, nor has it reviewed modified, annulled, set aside or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedvacated.

Liability of Escrow Agent. The Escrow Agent Nothing herein contained shall not be liable for any damages, or have any obligations other than the duties prescribed in this Agreement in carrying out or executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve deemed to obligate the Escrow Agent from liability arising out to pay or transfer any moneys hereunder, unless the provisions of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionarythe Stock Purchase Agreement have been complied with by the parties hereto. The Escrow Agent shall not be liable responsible in any manner for obtaining confirmation as to the consummation of the QCA Transactions. The Escrow Agent shall use reasonable diligence in the performance of its obligations hereunder, but shall be fully protected and indemnified by the Company with respect to any party to action taken or suffered under this Agreement or in good faith by the Escrow Agent, and the Company hereby agrees to so indemnify the Escrow Agent from and against any and all costs, claims, expenses and liabilities (including reasonable attorneys' fees and expenses and amounts paid in settlement). The Escrow Agent may consult with other counsel, and shall be fully protected in respect to any third-party as a result of any action or omission taken or made suffered under this Agreement in good faith by the Escrow Agent in good faith. The parties to this Agreement will indemnify accordance with the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason opinion of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its such counsel. The Escrow Agent shall not be protected bound or in acting on any written noticeway affected by any notice of any modification, requestcancellation, waiver, consent, authorizationabrogation, or rescission of this Agreement, or of any fact or circumstance affecting or alleged to affect the rights or liabilities of the parties hereto other paper than as in this Agreement set forth, or document which affecting or alleged to affect the rights or liabilities or any other person, unless such modification, cancellation, abrogation, rescission, fact or circumstance is signified to it in writing, delivered to the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of signed by all the parties to this Agreement, or between them or any and by all such other personpersons, resulting nor, in adverse claims or demands being made the case of a modification, unless such modification shall be satisfactory to, and assented to in connection with this Agreementwriting by, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the . The Escrow Agent may, at its option, refuse may resign effective upon notice to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act Company and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedRepresentative.

Liability of Escrow Agent. The Escrow Agent shall not be liable for (a) In performing any damagesof its duties under this Agreement, or have any obligations other than upon the claimed failure to perform its duties prescribed in this Agreement in carrying out or executing hereunder, the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionary. The Escrow Agent shall not be liable to anyone for any party to this Agreement damages, losses, or to any third-party expenses which it may incur as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties so acting, or failing to this Agreement will indemnify act; provided, however, the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, liable for damages arising out of its willful default or other paper misconduct or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take its gross negligence under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such eventAccordingly, the Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel or become liable in any way or counsel for the Company which is given with respect to any questions relating to the duties and responsibilities of the Escrow Agent hereunder, or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Escrow Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, if the Escrow Agent shall in good faith believe such document to be genuine, to have been signed or presented by a proper person or persons, and to conform with the provisions of this Agreement. (b) The Company hereby agrees to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may be incurred by it resulting from any act or omission of the Company; provided, however, that the Company shall not indemnify the Escrow Agent for any losses, claims, damages, or expenses arising out of the Escrow Agent’s willful default, misconduct, or gross negligence under this Agreement. (c) If a dispute ensues between any of the parties hereto which, in the opinion of the Escrow Agent, is sufficient to justify its failure or refusal to act and doing so, the Escrow Agent shall be entitled to continue tender into the registry or custody of any court of competent jurisdiction, all money or property in its hands under the terms of this Agreement, and to so refrain file such legal proceedings as it deems appropriate, and shall thereupon be discharged from acting until the dispute is resolved by the parties involvedall further duties under this Agreement. PNC Bank is acting solely Any such legal action may be brought in any such court as the Escrow Agent shall determine to have jurisdiction thereof. The Company shall indemnify the Escrow Agent against its reasonable court costs and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involvedattorneys’ fees incurred in filing such legal proceedings.

Liability of Escrow Agent. The Escrow Agent shall not be liable in connection with the performance of its duties hereunder except for its own negligent action, its own negligent failure to act or its own willful misconduct. The Escrow Agent shall not be liable for any damagesloss resulting from any investment made pursuant to the terms and provisions of this Escrow Agreement. The Escrow Agent shall have no lien, security interest, or have right of set-off whatsoever upon any obligations other than of the duties prescribed funds or investments in this Agreement in carrying out or executing the purposes Escrow Fund for the payment of fees and intent of this Agreement. However, nothing in this Agreement shall relieve expenses for services rendered by the Escrow Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's duties and obligations under this Agreement shall be entirely administrative and not discretionaryEscrow Agreement. The Escrow Agent shall not be liable for the accuracy of the calculations as to any party the sufficiency of funds and of the principal amount of the Government Obligations and the earnings thereon to this Agreement or to any third-party pay the Restructured Debt Obligations. So long as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties applies any funds, the Government Obligations and the interest earnings therefrom to this Agreement will indemnify pay the Escrow Agent, hold the Escrow Agent harmlessRestructured Debt Obligations as provided herein, and reimburse complies fully with the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance terms of this Escrow Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be liable for any deficiencies in the amounts necessary to pay the Restructured Debt Obligations caused by such calculations. In the event the amount on deposit in the Escrow Fund is insufficient to redeem all of the Restructured Debt Obligations at the time required hereunder, the Municipality shall, upon receipt of notice of the same from the Escrow Agent, promptly provide or become liable in any way or cause to any person for its failure or refusal be provided to act and the Escrow Agent the amount of such deficiency. In the event of the Escrow Agent's failure to account for any of the Government Obligations or funds received by it, such Government Obligations or money shall be entitled to continue to so refrain from acting until and remain the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority property of the individuals executing this Agreement to be so authorized on behalf Municipality in trust for the holders of the party or parties involvedRestructured Debt Obligations as herein provided.