Second Escrow Release Date. [Section 1.39] of the Agreement is hereby amended and restated as follows:

Investment of Escrow Funds. So long as the Escrow Agent shall hold any funds in the Escrow Fund, the Escrow Agent shall invest such funds in such Authorized Investments as Seller may designate in writing to the Escrow Agent. For purposes of this Agreement, the term “Authorized Investments” shall mean # direct obligations of the United States of America, # any repurchase agreement or reverse repurchase agreement with any bank which is a member of the Federal Deposit Insurance Corporation (“FDIC”), and that has capital and surplus of not less than ​, or with any primary government bond dealer reporting to and trading with the Federal Reserve Bank of New York, provided that such agreement is secured by direct obligations of the United States of America, # shares of the Federated U.S. Government short-term fund, and # fully collateralized Certificates of Deposit of any bank which is a member of the FDIC and which has capital and surplus of not less than ​.

Acceptance of Escrow Agency. The Escrow Agent accepts the agency hereby created, subject to the following terms and conditions.

Sale of Escrow Fund. In the event that a sale of any or all of the Escrow Fund is necessary or required under the terms of this Agreement, the Escrow Agent agrees to use its best efforts to effect such a sale at a reasonable price. The parties hereto agree that the acceptance by the Escrow Agent of any offer or offers to purchase any or all of the Escrow Fund shall be binding and conclusive upon the parties hereto. The Escrow Agent shall not be liable for the exercise of its judgment in accepting or rejecting any sale or sales consideration. The Escrow Agent shall not be liable for any failure to receive any offer or offers from the public, or from the parties hereto, to purchase all or such part of the Escrow Fund as may be offered for sale by the Escrow Agent provided that the Escrow Agent shall have made reasonable efforts to obtain such an offer or offers. All expenses and obligations incurred in connection with any sale of any or all of the Escrow Fund shall be charged against the proceeds and the surplus, if any, shall be delivered to the distributes under this Agreement.

Escrow of Restricted Shares. The Secretary of the Company shall hold the Shares in escrow and will either # release eligible Restricted Shares when vested or # in the event Grantee is terminated as set forth in [Section 2.2] of this Agreement, return Restricted Shares which have not yet vested as of the date of such termination to the Company for cancellation. Grantee will have no voting rights with respect to Restricted Shares until such Restricted Shares have been vested and released from escrow to the Grantee. All cash, stock, and other dividends declared with respect to the Restricted Shares while in escrow will be remitted back to the Company when paid.

The Escrow Agent shall invest the Escrow Funds pursuant to joint written instructions signed by Seller and ​; provided, however, the investment instructions shall be limited to:

Indemnification of Escrow Agent. ​ and Seller shall jointly and severally indemnify and hold the Escrow Agent harmless from and against any liability, loss, damage or expense (including, without limitation, reasonable and documented attorneys’ fees) that the Escrow Agent may incur in connection with this Agreement and its performance hereunder or in connection herewith, including with respect to any claim asserted by either ​ or Seller, or any other person or entity, except to the extent such liability, loss, damage or expense is determined by a court of competent jurisdiction to have been directly caused by Escrow Agent’s willful misconduct, bad faith or gross negligence. ​ and Seller further agree, jointly and severally, to indemnify Escrow Agent for all costs, including without limitation reasonable attorney’s fees, incurred by Escrow Agent in connection with the enforcement of ​’s and Seller’s obligations hereunder. ​ and Seller further agree, solely as between themselves, that the indemnification provided for under this Section shall be allocated and paid in the same manner as fees and expenses under [Section 12]. The indemnification provided for under this Section shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.

Escrow Fees and Costs. ​ and Seller jointly and severally agree to pay the fees and expenses (including reasonable and documented attorneys’ fees and indemnity amounts) of the Escrow Agent for the services to be rendered by the Escrow Agent pursuant to this Agreement in accordance with the fee schedule attached as [Exhibit B] hereto, provided that ​ and Seller further agree, solely as between themselves, that each shall pay 50% of such fees and expenses. The obligations of ​ and Seller under this Section shall survive any termination of this Agreement and the resignation or removal of Escrow Agent.

Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.

On or before the commencement of the Offering, the Company shall establish the Escrow Account with the Escrow Agent, which shall be entitled “​, as Escrow Agent for ​” All funds received from Subscribers in payment for the Shares (“Subscriber Funds”) will be delivered to the Escrow Agent promptly following the day upon which such Subscriber Funds are received by the Company, Processing Agent or the Dealer Manager and such subscription is accepted by the Company, and shall, upon receipt of good and collected funds by the Escrow Agent, be retained in the Escrow Account by the Escrow Agent and invested as stated below. During the term of this Escrow Agreement, the Company and the Dealer Manager shall cause all checks received by and made payable to each of them in payment for the Shares to be endorsed in favor of the Escrow Agent and delivered to the Escrow Agent for deposit in the Escrow Account. Subscriber Funds also may be wired directly to the Escrow Account using wire instructions provided by the Escrow Agent. Such Subscriber Funds shall be retained in the Escrow Account by the Escrow Agent and invested as set forth in [Section 8] and shall be deposited within one (1) business day of receipt.