Common use of Release of Funds Clause in Contracts

Release of Funds. (a) The Funds shall be available to indemnify Buyer against certain breaches of the Purchase Agreement, as provided in Article 9 of the Purchase Agreement. If Buyer makes an Indemnification Claim pursuant to Article 9 of the Purchase Agreement, then Buyer shall provide written notice of such Indemnification Claim, together with the amount and reasons for such Indemnification Claim, to Seller and the Escrow Agent, and Buyer shall specifically indicate in such notice that it is an “Indemnification Notice” furnished pursuant to this Section 5(a); provided, however, that no such Indemnification Notice shall be effective unless it is received by Seller and the Escrow Agent prior to , 2011 [TO BE FIRST ANNIVERSARY OF CLOSING DATE]. Seller shall confirm receipt of the Indemnification Notice and the date of such receipt in writing to the Escrow Agent; provided, however, that Seller’s failure to confirm such receipt shall not invalidate an Indemnification Notice delivered in accordance with this Section 5(a). Within 30 days of Seller’s receipt of an Indemnification Notice, as evidenced by the confirmation of receipt delivered by Seller to the Escrow Agent, if Seller objects to the Indemnification Claim, Seller shall transmit a written notice to Buyer and the Escrow Agent indicating such disagreement (an “Indemnification Dispute Notice”). If Seller does not deliver an Indemnification Dispute Notice within such 30-day period, then Seller and Buyer shall provide promptly a joint written notice to the Escrow Agent directing the Escrow Agent to make a cash payment to Buyer out of the Funds in an amount equal to (i) the amount of such Indemnification Claim, which amount shall be set forth in such joint written notice, plus (ii) an amount equal to the interest earned on such amount from the date hereof until the date on which such amount is paid by the Escrow Agent to Buyer. If Seller issues an Indemnification Dispute Notice, then the Parties shall use their commercially reasonable efforts to settle such dispute in a reasonably prompt manner. Upon any resolution of such dispute in favor of Buyer, Seller and Buyer shall provide promptly a joint written notice to the Escrow Agent directing the Escrow Agent to make a cash payment to Buyer out of the Funds in an amount equal to (i) the amount of such resolved Indemnification Claim, which amount shall be set forth in such joint written notice, plus (ii) an amount equal to the interest earned on such amount from the date hereof until the date on which such amount is paid by the Escrow Agent to Buyer. Upon any resolution of such dispute in favor of Seller, Seller and Buyer shall provide promptly a joint written notice to the Escrow Agent directing the Escrow Agent to continue to hold the remainder of the Funds together with any interest or income thereon in escrow; provided, however, that if such dispute is resolved after , 2011, the Funds shall be released as provided in Section 5(b) below. (b) Within five (5) Business Days after , 2011, Seller and Buyer shall deliver joint written notice to the Escrow Agent (which notice shall include complete wire instructions for delivery to Seller) requesting that an amount equal to (i) the Escrow Fund, less (ii) all amounts paid to Buyer pursuant to Section 5(a) or Section 5(b), and less (iii) all amounts subject to unresolved Indemnification Claims as of , 2011 be paid to Seller, which notice shall confirm the amount of the unresolved Indemnification Claims. If at the time of delivery of such joint written notice, any claims made pursuant to an Indemnification Notice delivered before , 2011 remain unresolved between Buyer and Seller, then the Parties shall use their commercially reasonable efforts to settle such disputes in a reasonably prompt manner. Upon any resolution of any of such disputes in favor of Buyer, Seller and Buyer shall provide promptly a joint written notice to the Escrow Agent directing the Escrow Agent to make a cash payment to Buyer out of the Funds in an amount equal to (i) the amount of such resolved Indemnification Claim, which amount shall be set forth in such joint written notice, plus (ii) an amount equal to the interest earned on such amount from the date hereof until the date on which such amount is paid by the Escrow Agent to Buyer. Upon any resolution of any of such disputes in favor of Seller, Seller and Buyer shall provide promptly a joint written notice to the Escrow Agent directing the Escrow Agent to make a cash payment to Seller out of the Funds in an amount equal to (i) the amount of such resolved Indemnification Claim, which amount shall be set forth in such joint written notice, plus (ii) an amount equal to the interest earned on such amount from the date hereof until the date on which such amount is paid by the Escrow Agent to Seller. (c) The Escrow Agent shall pay the Funds together with any interest or income thereon to the Parties only: (i) in accordance with Section 5(a) hereof; or (ii) ten (10) Business Days after a copy of a court order has been delivered to the Escrow Agent with respect to any Indemnification Claims to the extent said court order contains instructions as to whom to disburse all or part of the remaining funds. In no event shall the Escrow Agent be obligated under this Section 5 to pay any amounts to Seller or Buyer in excess of the Funds and any interest earned thereon.

Release of Funds. (a) The Funds shall be available Subject to indemnify Buyer against certain breaches (x) retention of the Purchase AgreementDisputed Amount set forth in an Objection Notice from Buyer within the Objection Period (as each term is defined below) and (y) the adjustments to be made pursuant to clause (b) below, Escrow Holder shall release the Attributable Escrow Amount as a single draw to Sellers on the fifth (5th) business day after receipt of a written request from Sellers (each, a “Disbursement Request”), which Disbursement Request shall include the following (collectively, the “Closeout Deliverables”) with respect to the Required Permitting related to a particular Development Site set forth on Schedule 1 for which a disbursement is being requested: (i) certification by an authorized representative of Sellers’ Representative that all Required Permitting related to the Development Site set forth on Schedule 1 for which a disbursement is being requested has been completed; (ii) reasonable evidence that such Required Permitting has been obtained and confirmation that such issuance of Required Permitting is not subject to any appeal or other rescission; and (iii) reasonable evidence of payment of all filing or permit fees related to such Required Permitting; provided in Article 9 that, simultaneously with delivery to the Escrow Holder, the Sellers’ Representative shall provide the Buyer with a copy of the Purchase Agreementeach Disbursement Request. If Buyer makes an Indemnification Claim pursuant has a reasonable, good faith basis to Article 9 believe that the Disbursement Request is improper, invalid and/or does not include all Closeout Deliverables with respect to the Attributable Escrow Amount then being requested for disbursement, Buyer shall have four (4) business days after receipt of such Disbursement Request (the “Objection Period”) to object to the disbursement of the Purchase AgreementAttributable Escrow Amount to Sellers’ Representative by submitting a notice of objection (the “Objection Notice”) to Sellers’ Representative and Escrow Holder, which Objection Notice shall state with reasonable specificity and any applicable backup documentation, the grounds for disputing the Disbursement Request. If Buyer delivers the Objection Notice prior to the expiration of the Objection Period, then Buyer shall provide written notice of such Indemnification Claim, together with the amount and reasons for such Indemnification Claim, to Seller and the Escrow Agent, and Buyer shall specifically indicate in such notice that it is an “Indemnification Notice” furnished pursuant to this Section 5(a); provided, however, that no such Indemnification Notice shall be effective unless it is received by Seller and the Escrow Agent prior to , 2011 [TO BE FIRST ANNIVERSARY OF CLOSING DATE]. Seller shall confirm receipt of the Indemnification Notice and the date of such receipt in writing to the Escrow Agent; provided, however, that Seller’s failure to confirm such receipt Holder shall not invalidate an Indemnification Notice delivered in accordance with this disburse such disputed amount (subject to Section 5(a). Within 30 days of Seller’s receipt of an Indemnification Notice, as evidenced by the confirmation of receipt delivered by Seller to the Escrow Agent, if Seller objects to the Indemnification Claim, Seller shall transmit a written notice to Buyer and the Escrow Agent indicating such disagreement (an “Indemnification Dispute Notice”5 below). If Seller does not Buyer fails to deliver such an Indemnification Dispute Objection Notice within such 30-day periodto Sellers’ Representative and Escrow Holder prior to the expiration of the Objection Period, then Seller and Buyer Escrow Holder shall provide promptly a joint written notice disburse the Attributable Escrow Amount requested in the Disbursement Request to Sellers’ Representative on the Escrow Agent directing next business day following the Escrow Agent to make a cash payment to Buyer out expiration of the Funds Objection Period. (b) With respect to any disbursement of the Attributable Escrow Amount as provided for in an amount equal to clause (a) above, the following shall apply: (i) Buyer shall or shall cause the amount of such Indemnification Claim, which amount shall be set forth in such joint written notice, plus (ii) Company to pay to Sellers' Representative an amount equal to the interest earned on such amount Minneola PSA Amendment Cost; and (ii) Buyer shall be permitted to deduct from the date hereof until Attributable Escrow Amount the date on Minneola CapEx Differential, if any. For purposes hereof, the "Minneola CapEx Differential" means the aggregate amount, if any, by which such (x) $400,000 exceeds (y) the aggregate amount is paid incurred, directly or indirectly, by Sellers to obtain the Required Permitting for Development Site #24 (Minneola) (which amount shall include the aggregate amount incurred by the Escrow Agent to Buyer. If Seller issues an Indemnification Dispute Notice, then Sellers and/or the Parties shall use their commercially reasonable efforts to settle such dispute in a reasonably prompt manner. Upon any resolution of such dispute in favor of Buyer, Seller and Buyer shall provide promptly a joint written notice Acquired Companies prior to the Escrow Agent directing the Escrow Agent to make a cash payment to Buyer out effective date of the Funds in an amount equal to (i) the amount of such resolved Indemnification ClaimEquity Purchase Agreement, which amount the parties hereby agree shall be equal to $77,443). An illustrative example of the adjustment set forth in such joint written notice, plus this clause (ii) an amount equal to the interest earned on such amount from the date hereof until the date on which such amount is paid by the Escrow Agent to Buyer. Upon any resolution of such dispute in favor of Seller, Seller and Buyer shall provide promptly a joint written notice to the Escrow Agent directing the Escrow Agent to continue to hold the remainder of the Funds together with any interest or income thereon in escrow; provided, however, that if such dispute is resolved after , 2011, the Funds shall be released attached hereto as provided in Section 5(b) belowSchedule 3. (b) Within five (5) Business Days after , 2011, Seller and Buyer shall deliver joint written notice to the Escrow Agent (which notice shall include complete wire instructions for delivery to Seller) requesting that an amount equal to (i) the Escrow Fund, less (ii) all amounts paid to Buyer pursuant to Section 5(a) or Section 5(b), and less (iii) all amounts subject to unresolved Indemnification Claims as of , 2011 be paid to Seller, which notice shall confirm the amount of the unresolved Indemnification Claims. If at the time of delivery of such joint written notice, any claims made pursuant to an Indemnification Notice delivered before , 2011 remain unresolved between Buyer and Seller, then the Parties shall use their commercially reasonable efforts to settle such disputes in a reasonably prompt manner. Upon any resolution of any of such disputes in favor of Buyer, Seller and Buyer shall provide promptly a joint written notice to the Escrow Agent directing the Escrow Agent to make a cash payment to Buyer out of the Funds in an amount equal to (i) the amount of such resolved Indemnification Claim, which amount shall be set forth in such joint written notice, plus (ii) an amount equal to the interest earned on such amount from the date hereof until the date on which such amount is paid by the Escrow Agent to Buyer. Upon any resolution of any of such disputes in favor of Seller, Seller and Buyer shall provide promptly a joint written notice to the Escrow Agent directing the Escrow Agent to make a cash payment to Seller out of the Funds in an amount equal to (i) the amount of such resolved Indemnification Claim, which amount shall be set forth in such joint written notice, plus (ii) an amount equal to the interest earned on such amount from the date hereof until the date on which such amount is paid by the Escrow Agent to Seller. (c) The Escrow Agent shall pay the Funds together with any interest or income thereon to the Parties only: (i) in accordance with Section 5(a) hereof; or (ii) ten (10) Business Days after a copy of a court order has been delivered to the Escrow Agent with respect to any Indemnification Claims to the extent said court order contains instructions as to whom to disburse all or part of the remaining funds. In no event shall the Escrow Agent be obligated under this Section 5 to pay any amounts to Seller or Buyer in excess of the Funds and any interest earned thereon.

Release of Funds. (a) The Funds shall be available to indemnify Buyer against certain breaches of date that cleared funds representing the Purchase Agreement, as provided in Article 9 of the Purchase Agreement. If Buyer makes an Indemnification Claim pursuant to Article 9 of the Purchase Agreement, then Buyer shall provide written notice of such Indemnification Claim, Minimum Offering together with completed subscription agreements are received by the amount and reasons parties (including the funds held in escrow), or reasonably soon thereafter, the parties shall hold an initial closing for such Indemnification Claim, to Seller acceptance of subscriptions by the Company and the Escrow Agentrelease of funds from the escrow account (the “Initial Closing”). At least one (1) day prior to the release of funds, and Buyer shall specifically indicate in such notice that it is an “Indemnification Notice” furnished pursuant to this Section 5(a); provided, however, that no such Indemnification Notice shall be effective unless it is received by Seller the Company and the Escrow Placement Agent prior to , 2011 [TO BE FIRST ANNIVERSARY OF CLOSING DATE]. Seller shall confirm receipt of the Indemnification Notice and the date of such receipt in writing to the Escrow Agent; provided, however, that Seller’s failure to confirm such receipt shall not invalidate an Indemnification Notice delivered in accordance with this Section 5(a). Within 30 days of Seller’s receipt of an Indemnification Notice, as evidenced by the confirmation of receipt delivered by Seller to the Escrow Agent, if Seller objects to the Indemnification Claim, Seller shall transmit a send written notice to Buyer and the Escrow Agent indicating such disagreement (an “Indemnification Dispute Notice”). If Seller does not deliver an Indemnification Dispute Notice within such 30-day periodeach other, then Seller and Buyer which notice shall provide promptly a joint written notice to the Escrow Agent directing the Escrow Agent to make a cash payment to Buyer out of the Funds in an amount equal to (i) state the amount of such Indemnification Claimfunds to be released, which amount shall be set forth in such joint written notice, plus (ii) an amount equal to the interest earned on such amount from the date hereof until the date on which such amount is paid name and address of each subscriber whose subscription has been accepted by the Escrow Agent to Buyer. If Seller issues an Indemnification Dispute NoticeCompany, then the Parties shall use their commercially reasonable efforts to settle such dispute in a reasonably prompt manner. Upon any resolution of such dispute in favor of Buyer, Seller and Buyer shall provide promptly a joint written notice to the Escrow Agent directing the Escrow Agent to make a cash payment to Buyer out of the Funds in an amount equal to (i) the amount of such resolved Indemnification Claim, which amount shall be set forth in such joint written notice, plus (ii) an amount equal to the interest earned on such amount from the date hereof until the date on which such amount is paid by the Escrow Agent to Buyer. Upon any resolution of such dispute in favor of Seller, Seller and Buyer shall provide promptly a joint written notice to the Escrow Agent directing the Escrow Agent to continue to hold the remainder of the Funds together with any interest or income thereon in escrow; provided, however, that if such dispute is resolved after , 2011, the Funds shall be released as provided in Section 5(b) beloweach subscription. (b) Within five (5) Business Days after , 2011, Seller and Buyer shall deliver joint written notice At any time prior to the Escrow Agent expiration of the Offering Period following the Initial Closing and after acceptance by the Company of subscriptions for the sale of additional Securities up to the Maximum Offering (which notice shall include complete wire instructions for delivery to Seller) requesting that an amount equal to (i) or the Escrow FundOver Allotment Amount, less (ii) all amounts paid to Buyer pursuant to Section 5(a) or Section 5(bas the case may be), one or more closings (each an "Interim Closing") shall take place in the manner herein set forth with respect to the Initial Closing. The final Interim Closing to be held in accordance herewith shall be deemed the “Final Closing” and less (iii) all amounts subject the date thereof shall be the ”Final Closing Date”. References herein to unresolved Indemnification Claims as of , 2011 be paid to Seller, which notice a "Closing" shall confirm mean the amount of the unresolved Indemnification Claims. If at the time of delivery of such joint written noticeInitial Closing, any claims made pursuant Interim Closing or the Final Closing, as the context requires, and the date thereof shall be referred to an Indemnification Notice delivered before as a ”Closing Date”. Prior to each Closing, 2011 remain unresolved between Buyer and Seller, then the Parties shall use their commercially reasonable efforts to settle such disputes in a reasonably prompt manner. Upon any resolution of any of such disputes in favor of Buyer, Seller and Buyer shall provide promptly a joint written notice Placement Agent will furnish to the Escrow Agent directing Company appropriate records indicating the Escrow Agent to make a cash payment to Buyer out name and address of each person subscribing in the Funds in an amount equal to (i) the amount of such resolved Indemnification Claim, which amount shall be set forth in such joint written notice, plus (ii) an amount equal to the interest earned on such amount from the date hereof until the date on which such amount is paid by the Escrow Agent to Buyer. Upon any resolution of any of such disputes in favor of Seller, Seller Offering and Buyer shall provide promptly a joint written notice to the Escrow Agent directing the Escrow Agent to make a cash payment to Seller out of the Funds in an amount equal to (i) the amount of such resolved Indemnification Claim, which amount shall be set forth in such joint written notice, plus (ii) an amount equal to the interest earned on such amount from the date hereof until the date on which such amount is paid by the Escrow Agent to Seller. (c) The Escrow Agent shall pay the Funds together with any interest or income thereon to the Parties only: (i) in accordance with Section 5(a) hereof; or (ii) ten (10) Business Days after a copy of a court order has been delivered to the Escrow Agent with respect to any Indemnification Claims to the extent said court order contains instructions executed Subscription Agreement for each subscriber. The Company shall have discretion as to whom whether or not to disburse all or part accept any Subscription Agreement; provided, however any rejection of a subscription shall be in good faith on the remaining funds. In no event shall the Escrow Agent be obligated under this Section 5 to pay any amounts to Seller or Buyer in excess basis of the Funds and any interest earned thereon.a reasonable business purpose

Release of Funds. The following condition shall apply to any release of funds to Borrower under Section 4 above: (a) The Lender, upon receipt of a draw request specifying the amount requested and the Environmental Improvements to be paid for with the requested Funds shall be available in the form attached hereto as Exhibit "A" ("Request for Release") shall, subject to indemnify Buyer against certain breaches of the Purchase Agreementinspection rights and objection rights contained herein, as provided release to Borrower the Funds requested in Article 9 of the Purchase Agreement. If Buyer makes an Indemnification Claim pursuant to Article 9 of the Purchase Agreement, then Buyer Request For Release; (b) Borrower shall provide written notice of such Indemnification Claimevidence satisfactory to Lender (including, together with the amount and reasons for such Indemnification Claimwithout limitation, to Seller and the Escrow Agent, and Buyer shall specifically indicate in such notice that it is an “Indemnification Notice” furnished pursuant to this Section 5(a); provided, however, that no such Indemnification Notice shall be effective unless it is received by Seller and the Escrow Agent prior to , 2011 [TO BE FIRST ANNIVERSARY OF CLOSING DATE]. Seller shall confirm receipt of the Indemnification Notice and the date of such receipt in writing access to the Escrow Agent; providedMortgaged Property to Lender and an architect and/or engineer specified by Lender for the purpose of an inspection of work done, howeverat Borrower's expense, if reasonably requested by Lender) that Seller’s failure to confirm such receipt shall not invalidate an Indemnification Notice delivered the Environmental Improvements for which the Funds are being requested have been completed in a good and workmanlike manner and in accordance with this Section 5(a). Within 30 days of Seller’s receipt of an Indemnification Notice, as evidenced by the confirmation of receipt delivered by Seller to the Escrow Agent, if Seller objects to the Indemnification Claim, Seller shall transmit a written notice to Buyer Agreement and the Escrow Agent indicating such disagreement (an “Indemnification Dispute Notice”). If Seller does not deliver an Indemnification Dispute Notice within such 30-day period, then Seller and Buyer shall provide promptly a joint written notice to the Escrow Agent directing the Escrow Agent to make a cash payment to Buyer out of the Funds in an amount equal to (i) the amount of such Indemnification Claim, which amount shall be set forth in such joint written notice, plus (ii) an amount equal to the interest earned on such amount from the date hereof until the date on which such amount is paid by the Escrow Agent to Buyer. If Seller issues an Indemnification Dispute Notice, then the Parties shall use their commercially reasonable efforts to settle such dispute in a reasonably prompt manner. Upon any resolution of such dispute in favor of Buyer, Seller and Buyer shall provide promptly a joint written notice to the Escrow Agent directing the Escrow Agent to make a cash payment to Buyer out of the Funds in an amount equal to (i) the amount of such resolved Indemnification Claim, which amount shall be set forth in such joint written notice, plus (ii) an amount equal to the interest earned on such amount from the date hereof until the date on which such amount is paid by the Escrow Agent to Buyer. Upon any resolution of such dispute in favor of Seller, Seller and Buyer shall provide promptly a joint written notice to the Escrow Agent directing the Escrow Agent to continue to hold the remainder of the Funds together with any interest or income thereon in escrow; provided, however, that if such dispute is resolved after , 2011, the Funds shall be released as provided in Section 5(b) below. (b) Within five (5) Business Days after , 2011, Seller and Buyer shall deliver joint written notice to the Escrow Agent (which notice shall include complete wire instructions for delivery to Seller) requesting that an amount equal to (i) the Escrow Fund, less (ii) all amounts paid to Buyer pursuant to Section 5(a) or Section 5(b), and less (iii) all amounts subject to unresolved Indemnification Claims as of , 2011 be paid to Seller, which notice shall confirm the amount of the unresolved Indemnification Claims. If at the time of delivery of such joint written notice, any claims made pursuant to an Indemnification Notice delivered before , 2011 remain unresolved between Buyer and Seller, then the Parties shall use their commercially reasonable efforts to settle such disputes in a reasonably prompt manner. Upon any resolution of any of such disputes in favor of Buyer, Seller and Buyer shall provide promptly a joint written notice to the Escrow Agent directing the Escrow Agent to make a cash payment to Buyer out of the Funds in an amount equal to (i) the amount of such resolved Indemnification Claim, which amount shall be set forth in such joint written notice, plus (ii) an amount equal to the interest earned on such amount from the date hereof until the date on which such amount is paid by the Escrow Agent to Buyer. Upon any resolution of any of such disputes in favor of Seller, Seller and Buyer shall provide promptly a joint written notice to the Escrow Agent directing the Escrow Agent to make a cash payment to Seller out of the Funds in an amount equal to (i) the amount of such resolved Indemnification Claim, which amount shall be set forth in such joint written notice, plus (ii) an amount equal to the interest earned on such amount from the date hereof until the date on which such amount is paid by the Escrow Agent to Seller.applicable laws; (c) The Escrow Agent Borrower shall pay submit to Lender copies of paid invoices for the Funds together requested and lien waivers and releases from all parties furnishing materials and/or services in connection with the Request for Release and reimbursement of all out-of-pocket inspection fees incurred by Lender; (d) Borrower shall provide Lender with such additional documents, certificates and affidavits as Lender may reasonably request; and if required by Lender, Borrower shall execute and deliver to Lender a certificate (in form and substance satisfactory to Lender) that the Environmental Improvements covered by the applicable Request for Release comply with, and Borrower has fully satisfied, the terms and provisions of Section 3 above; (e) Except as set forth in Section 4 above, Lender shall not be obligated to release any interest Funds (i) for the payment of the cost of an improvement or income thereon other item other than a Environmental Improvement as set forth on Schedule 1 hereto, or (ii) for costs of Environmental Improvements in excess of the costs specified therefor on Schedule 1; and September 23, 1997 LOS01:48425.3 3 (f) In addition to the Parties only: conditions set forth above, Lender shall not be obligated to honor any Request for Release (i) in accordance with Section 5(a) hereof; the event of Borrower's breach of any provision of this Agreement or upon the occurrence of an Event of Default under any of the other Loan Documents, nor (ii) ten (10) Business Days after upon the occurrence of any act, event or condition then existing that, with the giving of notice or the passage of time, or both, would constitute a copy breach hereunder or an Event of a court order has been delivered to the Escrow Agent with respect to Default under any Indemnification Claims to the extent said court order contains instructions as to whom to disburse all or part of the remaining funds. In no event shall the Escrow Agent be obligated under this Section 5 to pay any amounts to Seller or Buyer in excess of the Funds and any interest earned thereonLoan Documents.

Release of Funds. Project funds made available by FDOT shall not be released until the following have been satisfied: (a) The Funds shall be available Agency has agreed by ordinance to indemnify Buyer against certain breaches accept future maintenance and other attendant costs occurring after completion of the Purchase Agreement, as provided in Article 9 Project for the portion of the Purchase Agreement. If Buyer makes an Indemnification Claim pursuant Project on the Agency’s system and such resolution is attached and incorporated in this Agreement as Exhibit “D” (Ordinance); (b) The Agency shall certify to Article 9 FDOT that the Business Entity, or the Agency’s design consultant and/or construction contractor or Designee has secured the necessary permits, including but not limited to, building permits, and the EDTF Business has initiated or caused the initiation of vertical construction of its facilities described in this Agreement (which includes, without limitation, construction of the Purchase Agreement, then Buyer shall provide written notice of such Indemnification Claim, together with foundation for the amount and reasons facilities for such Indemnification Claim, to Seller and the Escrow Agent, and Buyer shall specifically indicate in such notice that it is an “Indemnification Notice” furnished pursuant to this Section 5(a); provided, however, that no such Indemnification Notice shall be effective unless it is received by Seller and the Escrow Agent prior to , 2011 [TO BE FIRST ANNIVERSARY OF CLOSING DATE]. Seller shall confirm receipt of the Indemnification Notice and the date of such receipt in writing to the Escrow Agent; provided, however, that Seller’s failure to confirm such receipt shall not invalidate an Indemnification Notice delivered in accordance with this Section 5(a). Within 30 days of Seller’s receipt of an Indemnification Notice, as evidenced by the confirmation of receipt delivered by Seller to the Escrow Agent, if Seller objects to the Indemnification Claim, Seller shall transmit a written notice to Buyer and the Escrow Agent indicating such disagreement (an “Indemnification Dispute Notice”Business Entity). If Seller does the Agency fails to provide such certification to FDOT by June 30, 2018, FDOT may, at its discretion, terminate this Agreement; (c) Funds will not deliver an Indemnification Dispute Notice within such 30-day period, then Seller and Buyer shall provide promptly a joint written notice be transferred to the Escrow Agent directing Agency unless the Escrow Agent Business Entity on whose behalf the grant award was made (or the Designee) has initiated vertical construction of Business Entity’s primary business facility at the Project site; (d) The Agency shall invoice FDOT at least quarterly or as noted in Exhibit “A” (Scope of Services) for actual costs incurred. The Agency shall review and approve all invoices, statements, or other related documents duly submitted to make a cash payment to Buyer out of the Funds in an amount equal to (i) Agency by the amount of such Indemnification Claim, which amount Agency’s or its Designee’s design consultant or construction contractor. Invoices shall be set forth submitted by the Agency to FDOT in such joint written noticedetail sufficient for a proper pre-audit and post audit thereof, plus based on the quantifiable, measurable, and verifiable units of deliverables as established in Paragraph 4.0 above and Exhibit “A” (iiScope of Services). Deliverables must be received and accepted in writing by the pre-audit and approval by the Agency; (e) Supporting documentation must establish that the deliverables were received and accepted in writing by the Agency and that the required minimum level of service to be performed based on the criteria for evaluating successful completion as specified in Paragraph 4.0 and Exhibit “A” (Scope of Services) has been met; (f) FDOT will pay to the Agency, after receipt of a detailed invoice, an amount equal to the interest earned on such amount invoice received by the Agency from the date hereof until Agency’s Designee, consultant or contractor. The Agency must certify on the invoice that the costs from the Designee, consultant or contractor are valid, reasonable, necessary, and allowable and the costs have been incurred by the Designee, consultant or contractor prior to the date of the invoices. All invoices submitted to the FDOT must provide complete documentation, including a copy of the Designee’s, consultant’s or contractor’s invoice(s), to substantiate the cost on which such amount is the invoice. Each monthly invoice subsequent to the first invoice from the Agency must contain a statement from the Agency that the previous monthly costs incurred by the Designee, consultant or contractor have been paid by the Escrow Agent Agency to Buyer. If Seller issues an Indemnification Dispute Noticethe Designee, then consultant or contractor; (g) Before using its own forces for any phase of the Parties shall use their commercially reasonable efforts to settle such dispute in a reasonably prompt manner. Upon any resolution of such dispute in favor of BuyerProject, Seller and Buyer the Agency shall provide promptly a joint written notice FDOT with the opportunity to review and approve the Escrow Agent directing the Escrow Agent to make a cash payment to Buyer out qualifications of the Funds in an amount equal Agency forces to be utilized. In the event the Agency proceeds with any phase of the Project utilizing its own forces, the Agency will only be reimbursed for direct costs (this excludes general overhead); (h) The Agency has provided to FDOT certification and a copy of the property exchange agreement between the City and Relp Xxxxx, LLC executed on or about even date herewith, which substantiates that all required right-of-way necessary for the Project shall be obtained; and (i) Provide FDOT with written notification of either its intent to: (i) Award the amount construction of such resolved Indemnification Claimthe Project to an FDOT prequalified contractor which is the lowest and responsive / responsible bidder in accordance with applicable state and federal statutes, which amount shall be rules, and regulations. For purposes of clarity, the bid process set forth on Exhibit “H” attached hereto and incorporated herein by this reference is hereby authorized and approved in such joint written notice, plus (iiconnection with the Project. The Agency shall submit to FDOT a copy of the bid tally sheet(s) an amount equal and awarded bid contract. The Agency’s or its Designee’s commencement of the bid process for the Project prior to certification of the right of way necessary for the Project or prior to the interest earned on such amount from execution of this Agreement shall not cause the date hereof until Agency to become ineligible to receive the date on which such amount is paid by EDTF Grant funds, so long as the Escrow Agent to Buyer. Upon any resolution of such dispute in favor of Seller, Seller and Buyer shall provide promptly a joint written notice to the Escrow Agent directing the Escrow Agent to continue to hold the remainder Agency otherwise complies with all of the Funds together with any interest or income thereon in escrow; provided, however, that if such dispute is resolved after , 2011, terms and conditions of this Agreement. The Agency shall then submit a copy of the Funds shall be released as provided in Section 5(bbid tally sheet(s) belowand awarded bid contract. (bj) Within five (5) Business Days after , 2011, Seller and Buyer The Agency shall deliver joint written notice charge to the Escrow Agent (which notice shall include complete wire instructions for delivery to Seller) requesting that an amount equal to (i) the Escrow Fund, less (ii) Project account all amounts paid to Buyer pursuant to Section 5(a) or Section 5(b), and less (iii) all amounts subject to unresolved Indemnification Claims as of , 2011 be paid to Seller, which notice shall confirm the amount eligible costs of the unresolved Indemnification Claims. If at the time of delivery of such joint written notice, any claims made pursuant Project except costs agreed to an Indemnification Notice delivered before , 2011 remain unresolved between Buyer and Seller, then the Parties shall use their commercially reasonable efforts to settle such disputes in a reasonably prompt manner. Upon any resolution of any of such disputes in favor of Buyer, Seller and Buyer shall provide promptly a joint written notice to the Escrow Agent directing the Escrow Agent to make a cash payment to Buyer out of the Funds in an amount equal to (i) the amount of such resolved Indemnification Claim, which amount shall be set forth in such joint written notice, plus (ii) an amount equal to the interest earned on such amount from the date hereof until the date on which such amount is paid borne by the Escrow Agent to BuyerAgency or its Designee, contractors and subcontractors. Upon any resolution of any of such disputes in favor of Seller, Seller and Buyer shall provide promptly a joint written notice to the Escrow Agent directing the Escrow Agent to make a cash payment to Seller out of the Funds in an amount equal to (i) the amount of such resolved Indemnification Claim, which amount shall be set forth in such joint written notice, plus (ii) an amount equal to the interest earned on such amount from the date hereof until the date on which such amount is paid by the Escrow Agent to Seller. (c) The Escrow Agent shall pay the Funds together with any interest or income thereon to the Parties only: (i) in accordance with Section 5(a) hereof; or (ii) ten (10) Business Days after a copy of a court order has been delivered to the Escrow Agent with respect to any Indemnification Claims to the extent said court order contains instructions as to whom to disburse all or part of the remaining funds. In no event shall the Escrow Agent be obligated under this Section 5 to pay any amounts to Seller or Buyer Costs in excess of the Funds programmed funding or attributable to actions which have not received the required approval of FDOT shall not be considered eligible costs. All costs charged to the Project, including any approved services contributed by the Agency or others, shall be supported by properly executed payrolls, time records, invoices, contracts or vouchers evidencing in proper detail the nature and propriety of the charges. (k) Payment shall be made only after receipt and approval of goods and services unless advance payments are authorized by the Chief Financial Officer of the State of Florida under Chapters 215 and 216, Florida Statutes. If FDOT determines that the performance of the Agency is unsatisfactory, FDOT shall notify the Agency in writing of the deficiency to be corrected, which correction shall be made within a time-frame to be specified by FDOT. The Agency shall, within five days after notice from FDOT, provide FDOT with a corrective action plan describing how the Agency will address all issues of contract non- performance, unacceptable performance, failure to meet the minimum performance levels, deliverable deficiencies, or contract non-compliance. If the corrective action plan is unacceptable to FDOT, the Agency shall be assessed a non-performance retainage equivalent to 10% of the total invoice amount. The retainage shall be applied to the invoice for the then-current billing period. The retainage shall be withheld until the Agency resolves the deficiency. If the deficiency is subsequently resolved, the Agency may xxxx FDOT for the retained amount during the next billing period. If the Agency is unable to resolve the deficiency, the funds retained may be forfeited at the end of the Agreement’s term. (l) If, after Project completion, any interest earned thereonclaim is made by FDOT resulting from an audit or for work or services performed pursuant to this Agreement, FDOT may offset such amount from payments due for work or services done under any agreement which it has with the Agency owing such amount if, upon demand, payment of the amount is not made within 60 days to FDOT. Offsetting any amount pursuant to this paragraph shall not be considered a breach of contract by FDOT. (m) The Agency must submit the final invoice on the Project to the FDOT within 120 days after the completion of the Project. Invoices submitted after the 120-day time period may not be paid.

Release of Funds. (a) The Funds In the event that the Company and Investor shall be available enter into a written, final and definitive “Securities Purchase Agreement” containing legally binding obligations as to indemnify Buyer against certain breaches all of the terms of the Investment, including the express legally binding obligation of Investor to make the Investment and to cause the Escrow Fund to comprise a portion thereof (the “Securities Purchase Agreement, as provided in Article 9 of the Purchase Agreement. If Buyer makes an Indemnification Claim pursuant to Article 9 of the Purchase Agreement”), then Buyer shall provide written notice of such Indemnification Claim, together with the amount and reasons for such Indemnification Claim, to Seller and the Escrow Agent, and Buyer shall specifically indicate in such notice that it is an “Indemnification Notice” furnished pursuant to this Section 5(a); provided, however, that no such Indemnification Notice shall be effective unless it is received by Seller and the Escrow Agent prior shall pay the Escrow Fund to , 2011 [TO BE FIRST ANNIVERSARY OF CLOSING DATE]. Seller shall confirm receipt the Company at the “Initial Closing” (as such term is defined in the Securities Purchase Agreement) of the Indemnification Notice and Investment pursuant to the date express provisions of such receipt in writing the Securities Purchase Agreement relating to the Escrow Agent; provided, however, that Seller’s failure to confirm such receipt shall not invalidate an Indemnification Notice delivered in accordance with this Section 5(a). Within 30 days of Seller’s receipt of an Indemnification Notice, as evidenced by the confirmation of receipt delivered by Seller to the Escrow Agent, if Seller objects to the Indemnification Claim, Seller shall transmit a written notice to Buyer and the Escrow Agent indicating such disagreement (an “Indemnification Dispute Notice”). If Seller does not deliver an Indemnification Dispute Notice within such 30-day period, then Seller and Buyer shall provide promptly a joint written notice to the Escrow Agent directing the Escrow Agent to make a cash payment to Buyer out of the Funds in an amount equal to (i) the amount of such Indemnification Claim, which amount shall be set forth in such joint written notice, plus (ii) an amount equal to the interest earned on such amount from the date hereof until the date on which such amount is paid by the Escrow Agent to Buyer. If Seller issues an Indemnification Dispute Notice, then the Parties shall use their commercially reasonable efforts to settle such dispute in a reasonably prompt manner. Upon any resolution of such dispute in favor of Buyer, Seller and Buyer shall provide promptly a joint written notice to the Escrow Agent directing the Escrow Agent to make a cash payment to Buyer out of the Funds in an amount equal to (i) the amount of such resolved Indemnification Claim, which amount shall be set forth in such joint written notice, plus (ii) an amount equal to the interest earned on such amount from the date hereof until the date on which such amount is paid by the Escrow Agent to Buyer. Upon any resolution of such dispute in favor of Seller, Seller and Buyer shall provide promptly a joint written notice to the Escrow Agent directing the Escrow Agent to continue to hold the remainder of the Funds together with any interest or income thereon in escrow; provided, however, that if such dispute is resolved after , 2011, the Funds shall be released as provided in Section 5(b) belowFund. (b) Within Notwithstanding the provisions of Section 4(a) of this Agreement or any other agreement or understanding of any kind, in the event that (i) the Initial Closing under the Securities Purchase Agreement does not occur in accordance with the terms thereof by the close of business on August 5, 2005 (which date shall be August 19, 2005 in the event that the proxy statement relating to the Stockholder Meeting, as defined in the Securities Purchase Agreement, is reviewed by the Securities and Exchange Commission), or (ii) Investor determines in its sole discretion for any reason that it shall not make the Investment, each of which of the foregoing clauses (i)-(ii) constitutes incontrovertible reason for the delivery of the Escrow Fund to the Investor, and the Escrow Agent receives a written demand signed by Investor (the “Demand”) certifying that Investor is entitled to the Escrow Fund because of any of the foregoing reasons, then, unless within five (5) Business Days days after receiving the Demand the Escrow Agent receives a written objection to the Demand signed by an authorized executive officer of the Company, 2011the Escrow Agent shall, Seller and Buyer promptly after the expiration of that five day period, deliver the Escrow Fund to Investor in the manner specified in the demand. Simultaneously with delivery of any Demand upon the Escrow Agent, Investor shall deliver joint written notice a copy thereof to the Company and shall provide to the Escrow Agent (which notice shall include complete wire instructions for delivery evidence that such Demand has been delivered to Seller) requesting that an amount equal to (i) the Company. If the Escrow Fund, less (ii) all amounts paid Agent receives from the Company a written objection to Buyer pursuant the Demand within the five-day period referred to in this Section 5(a) or Section 5(b4(b), and less (iii) all amounts subject to unresolved Indemnification Claims as of , 2011 be paid to Seller, which notice shall confirm the amount of the unresolved Indemnification Claims. If at the time of delivery of such joint written notice, any claims made pursuant to an Indemnification Notice delivered before , 2011 remain unresolved between Buyer and Seller, then the Parties provisions of Section 5 shall use their commercially reasonable efforts to settle such disputes in a reasonably prompt manner. Upon any resolution of any of such disputes in favor of Buyer, Seller and Buyer shall provide promptly a joint written notice to the Escrow Agent directing the Escrow Agent to make a cash payment to Buyer out of the Funds in an amount equal to (i) the amount of such resolved Indemnification Claim, which amount shall be set forth in such joint written notice, plus (ii) an amount equal to the interest earned on such amount from the date hereof until the date on which such amount is paid by the Escrow Agent to Buyer. Upon any resolution of any of such disputes in favor of Seller, Seller and Buyer shall provide promptly a joint written notice to the Escrow Agent directing the Escrow Agent to make a cash payment to Seller out of the Funds in an amount equal to (i) the amount of such resolved Indemnification Claim, which amount shall be set forth in such joint written notice, plus (ii) an amount equal to the interest earned on such amount from the date hereof until the date on which such amount is paid by the Escrow Agent to Sellerapply. (c) The Any disposition of the Escrow Agent Fund (including earnings thereon) pursuant to this Agreement shall pay be made by check payable in immediately available funds or by wire transfer to such account as may be designated in writing from time to time by the Funds together with any interest or income thereon to the Parties only: (i) in accordance with Section 5(a) hereof; or (ii) ten (10) Business Days after a copy of a court order has been delivered recipient to the Escrow Agent with respect to any Indemnification Claims at least two business days prior to the extent said court order contains instructions as to whom to disburse all or part date of the remaining funds. In no event shall the Escrow Agent be obligated under this Section 5 to pay any amounts to Seller or Buyer in excess of the Funds and any interest earned thereondisposition.