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<br /> SECOND AMENDMENT TO ESCROW AGREEMENT 13 0 G .
<br /> 4 i - 1,
<br /> THIS AGREEMENT is entered into as of the �,� day of December 2011 , by and
<br /> among SHADOWBROOK ESTATES , INC . , a Florida corporation (" Seller") , INDIAN RIVER
<br /> COUNTY, a political subdivision of the State of Florida ("Buyer") , and COLLINS , BROWN,
<br /> CALDWELL, BARKETT & GARAVAGLIA , CHARTERED ("Escrow Agent") ,
<br /> WHEREAS , as of January 30, 2007 , Seller, Buyer and Escrow Agent executed that
<br /> certain Escrow Agreement ( "Escrow Agreement") , pursuant to which Seller deposited funds with
<br /> Escrow Agent to be used to secure environmental clean-up of certain soil and groundwater
<br /> impacts to property described in the Escrow Agreement ; and
<br /> WHEREAS , on or about July 21 , 2009 , the parties extended the term of the Escrow
<br /> Agreement for a period of two (2) years, to July 21 , 2011 ("First Amendment") ; and
<br /> WHEREAS , Seller and Buyer are involved in a dispute relating to rights and remedies
<br /> arising out of the Escrow Agreement, which dispute resulted in the filing of a civil action styled
<br /> Shadowbrook Estates, Inc. v. Indian River County and Collins, Brown, Caldwell, Barkett &
<br /> Garavaglia, Chartered, Case Number 312011CA002521 , pending in the Circuit Court of the
<br /> Nineteenth Judicial Circuit, in and for Indian River County, Florida ("Lawsuit") ; and
<br /> WHEREAS , Seller and Buyer have resolved their dispute as set forth herein, and desire
<br /> to resolve and conclude all matters relating to the Escrow Agreement, the First Amendment and
<br /> the Lawsuit .
<br /> NOW, THEREFORE , in consideration of the mutual undertakings set forth herein and
<br /> other good and valuable consideration, the receipt and adequacy of which is hereby
<br /> acknowledged, the parties hereby agree , as follows :
<br /> 1 . Recitals. The above recitals are true and correct, and are incorporated herein .
<br /> 2 . Definitions . Unless otherwise stated , all terms utilized in this Agreement which
<br /> are defined in the Escrow Agreement shall have the same meaning as set forth in the Escrow
<br /> Agreement.
<br /> 3 . Disbursement of Escrow Funds . Within ten ( 10) days of execution of this
<br /> Agreement by all parties , Escrow Agent shall disburse all remaining Escrow Funds as follows :
<br /> (a) One Hundred Thousand Dollars ($ 100 , 000) shall be disbursed to Buyer, and (b) all remaining
<br /> funds, including interest, shall be disbursed to Seller. Escrow Agent shall "disburse" the
<br /> remaining Escrow Funds by making the Disbursement Checks available for pick up at Escrow
<br /> Agent ' s business office , and notifying Seller and Buyer of such fact by email to Seller
<br />at
<br /> pierre214@aol . com and to Buyer at apolackwich@ircgov . com . Seller and Buyer shall pick up
<br /> their respective Disbursement Check promptly after such notice , and , if requested by Escrow
<br /> Agent, shall sign a written receipt acknowledging receipt of such check .
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