The Company and the Dealer Manager hereby severally but not jointly indemnify, defend and hold harmless the Escrow Agent from and against, any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Escrow Agreement or any transaction to which this Escrow Agreement relates unless such loss, liability, cost, damage or expense is finally determined by a court of competent jurisdiction to have been caused by the gross negligence, recklessness or willful misconduct of the Escrow Agent. The terms of this Section 10 shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.

No printed or other matter in any language (including, without limitation, the Offering document, any supplement or amendment relating thereto, notices, reports and promotional material) which mentions the Escrow Agent’s name or the rights, powers, or duties of the Escrow Agent shall be issued by the Company or the Dealer Manager, or on the Company’s or Dealer Manager’s behalf unless the Escrow Agent shall first have given its specific written consent thereto.

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.

Payments; Indemnity Escrow Fund. Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this [Article IX], the Indemnifying Party shall satisfy its obligations within ten (10) Business Days of such agreement or final, non-appealable adjudication, as applicable, by wire transfer of immediately available funds. In addition, as promptly as practicable but in any event within three (3) Business Days of such agreement or final, non-appealable adjudication, Purchaser and the Representative shall, to the extent any such obligation is to be paid out of the Indemnity Escrow Fund and moneys remain therein, jointly instruct the Escrow Agent to pay to the applicable Purchaser Indemnified Party from the Indemnity Escrow Fund the full amount of such Losses by wire transfer of immediately available funds pursuant to wire instructions provided in writing by Purchaser.

Liability of Escrow Agent. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that Escrow Agent shall not be deemed to be the agent of either of the parties, and that Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable for its negligent acts and for any loss, cost or expense incurred by ​ or ​ resulting from Escrow Agent’s mistake of Law respecting Escrow Agent’s scope or nature of its duties. ​ and ​ shall jointly and severally indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or made by Escrow Agent in bad faith, in disregard of this Agreement or involving negligence on the part of Escrow Agent.

The Underwriter and the Company shall instruct Subscribers to deliver to the Escrow Agent checks made payable to the order of “[[Escrow Agent:Organization]], as Escrow Agent for ​,” or wire transfer to [[Escrow Agent:Organization]], ABA No. 026013576, [[Address C:Address]], for credit to [[Escrow Agent:Organization]], as Escrow Agent for ​, Account No. , in each case with the name and address of the individual or entity making payment. In the event any Subscriber’s address is not provided to Escrow Agent by the Subscriber, then the Company agrees to promptly provide Escrow Agent with such information in writing. The checks or wire transfers shall be deposited into a non-interest-bearing account at [[Escrow Agent:Organization]] entitled “​, [[Escrow Agent:Organization]], as Escrow Agent” (the “Escrow Account”).

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:

Acceptance by Escrow Agent. The Escrow Agent hereby accepts and agrees to perform its obligations hereunder, provided that:

“Escrow Account” means the escrow account established pursuant to the Escrow Agreement to receive at Closing the Adjustment Escrow Amount, the Indemnity Escrow Amount and the Program Escrow Amount.

In accordance with the terms of Section 2 of the Escrow Agreement dated as of March 7, 2022 (the “Escrow Agreement”), by and between among (i) [[Transaction Party:Organization]], [[Transaction Party:Organization]] (“[[Transaction Party:Organization]]”); (ii) ​ (“Buyer”); and (iii) [[Escrow Agent:Organization]] (the “Escrow Agent”), the Transaction Parties, as required by the Escrow Agreement, hereby notify and direct the Escrow Agent to disburse the Escrow Funds or portions thereof as follows, effective as of March ​, 2022.