Contract analysis

ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement. 1.1 "Additional Deposit" means the sum of Twenty-Seven Million Five Hundred Thousand and No/100 Dollars ($27,500,000), to be deposited by Buyer with Escrow Agent on or before April 16, 2024, in

ARTICLE 2 — APPOINTMENT OF ESCROW AGENT; DEPOSIT 2.1 Appointment. Buyer and Seller hereby jointly appoint Commonwealth National Title Insurance Company as Escrow Agent to hold, invest, and disburse the Deposit in accordance with the terms and conditions of this Agreement, and Escrow Agent hereby accepts such appointment and agrees to perform the duties and obligations of Escrow Agent as set forth herein, subject to t

ARTICLE 3 — INVESTMENT OF DEPOSIT 3.1 Investment. Escrow Agent shall invest and reinvest the Deposit in one or more of the following investment vehicles, as directed by Buyer in writing (or, in the absence of written direction from Buyer, at Escrow Agent's sole discretion, provided that Escrow Agent shall select from the options set forth below): (a) interest-bearing demand deposit accounts, savings accounts, or cert

ARTICLE 4 — DISBURSEMENT OF DEPOSIT AT CLOSING 4.1 Closing Disbursement. Upon the occurrence of the Closing, the Deposit (including all accrued Interest) shall be disbursed by Escrow Agent as follows: (a) Application to Purchase Price. The Deposit shall be credited toward and applied against the cash equity portion of the Purchase Price payable by Buyer to Seller at Closing. The cash equity portion of the Purchase Pr

ARTICLE 5 — DISBURSEMENT UPON TERMINATION; DEFAULT 5.1 Buyer's Termination During Due Diligence Period. If Buyer terminates the Purchase Agreement during the Due Diligence Period (that is, on or before 5:00 p.m. Eastern Time on April 15, 2024) in accordance with the applicable provisions of the Purchase Agreement, the Initial Deposit (together with all accrued Interest thereon) shall be returned to Buyer promptly, an

ARTICLE 6 — ESCROW AGENT'S DUTIES AND PROTECTIONS 6.1 Limited Duties. Escrow Agent's duties and obligations are limited solely and exclusively to those expressly set forth in this Agreement. Escrow Agent is not a party to, and has no rights, duties, or obligations under, the Purchase Agreement, and Escrow Agent shall not be bound by any of the terms or provisions of the Purchase Agreement. Escrow Agent shall not be r

ARTICLE 7 — DISPUTE RESOLUTION; INTERPLEADER 7.1 Conflicting Demands. If at any time Escrow Agent receives or becomes aware of conflicting demands, instructions, or claims from Buyer and Seller regarding the disbursement, disposition, or ownership of the Deposit (or any portion thereof), Escrow Agent shall have the right, at its sole election, to take either of the following actions: (a) Withholding. Withhold and con

ARTICLE 8 — AUTHORIZED REPRESENTATIVES; NOTICES 8.1 Authorized Representatives. The following persons are the duly authorized representatives of each party for purposes of delivering instructions, Joint Directions, closing instructions, and other communications to Escrow Agent on behalf of such party. Escrow Agent shall be entitled to rely on the instructions and directions of any of the following authorized represen

ARTICLE 9 — GENERAL PROVISIONS 9.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

ARTICLE 10 — WIRE INSTRUCTIONS 10.1 Escrow Agent Wire Instructions (for deposits into Escrow Account). All deposits of the Initial Deposit and the Additional Deposit into the Escrow Account shall be made by wire transfer of immediately available funds in accordance with the wire instructions for Commonwealth National Title Insurance Company set forth on Exhibit A attached hereto and incorporated herein by reference.

1. Disbursement Amount: (a) Principal amount of Deposit to be disbursed: $____ (b) Accrued Interest to be disbursed: $____ (c) Total disbursement amount: $____

2. Disbursement Recipient: [Buyer / Seller / as set forth in the attached Funds Flow Memorandum]

3. Wire Instructions for Disbursement: Bank Name: ______ Bank Address: ______ ABA Routing Number: ______ Account Name: ______ Account Number: ______ Reference: ______

4. Reason for Disbursement: [Closing of the transaction contemplated by the Purchase Agreement / Termination of the Purchase Agreement due to [specify reason] / Other: ___]

5. Additional Instructions (if any): ____________ This Joint Direction is irrevocable and may not be rescinded or modified except by a subsequent Joint Direction signed by both Buyer and Seller. Each of the undersigned represents and warrants that he or she is an authorized representative of the respective party and is authorized to deliver this Joint Direction on behalf of such party pursuant to Section 8.1 of the E