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THIS ESCROW AGREEMENT made and entered into this 12 day of November <br /> 2021, by and between INDIAN RIVER COUNTY, FLORIDA (hereinafter referred to as "Seller"); TIGR <br /> Acquisitions III, LLC (hereinafter referred to as "Purchaser"); (Seller and Purchaser are sometimes <br /> hereinafter referred to jointly as "Parties and individually as "Party") and TITLEVEST AGENCY, LLC <br /> (hereinafter referred to as "Escrow/Settlement Agent"); <br /> WITNESSETH <br /> WHEREAS, Seller and Purchaser have entered into an agreement for the purchase and sale of an easement <br /> to a portion of that certain property more particularly described on attached "EXHIBIT A" attached hereto <br /> (hereinafter referred to as the "Property"); and <br /> WHEREAS, Purchaser and Seller desire to have Escrow/Settlement Agent receive original executed <br /> documents,receive proceeds from Purchaser and disburse said proceeds according the instructions set forth <br /> below. <br /> NOW, THEREFORE, in consideration of the premises and of good and valuable consideration the receipt <br /> and sufficiency whereof is hereby acknowledged, the parties hereto hereby covenant and agree as follows: <br /> 1. Purchaser and Seller hereby appoint TitleVest Agency, LLC as Escrow/Settlement Agent hereunder. <br /> 2. Purchaser shall deliver to Escrow/Settlement Agent the Purchaser's Closing Costs, as set forth on the <br /> Purchaser's Settlement Statement, in the form of a wire transfer to an account so designated by <br /> Escrow/Settlement Agent. Said account shall have immediate availability to funds as to not delay <br /> funding of Seller's proceeds. <br /> 3. The Escrow/Settlement Agent agrees to hold and disburse said funds, in accordance with the executed <br /> Settlement Statement,as hereinafter provided. <br /> 4. Upon receipt of the required "Closing Documents" as noted on Closing Instruction Letter attached <br /> hereto as Exhibit "B" and the Purchaser's closing costs as noted in Item #2 above, Escrow/Settlement <br /> Agent shall timely deliver the Seller's Proceeds to Seller, as directed by Seller pursuant to the Seller <br /> Disbursement Authorization on Exhibit 'C'. Escrow/Settlement Agent is specifically given permission <br /> to withhold a reserve to pay and/or secure evidence of payment of delinquent taxes, interest and <br /> penalties, if any. <br /> 5. Upon funding of the Seller's Proceeds, Escrow/Settlement Agent will forward the appropriate original <br /> documents for recordation in the appropriate jurisdiction and title to the estate purchased shall be <br /> considered vested in Purchaser and the document shall be considered binding and enforceable. <br /> 6. In the event that the contemplated sale shall not take place,upon written notification from both Purchaser <br /> and Seller the Escrow/Settlement Agent shall deliver any funds received to Purchaser or as otherwise <br /> instructed by the parties hereto. Original documents shall be returned or destroyed as instructed by the <br /> parties hereto. <br /> 7. The Parties hereto covenant and agree that in performing any of its duties under this Agreement, <br /> Escrow/Settlement Agent shall be reimbursed by the responsible party for any loss or damage(including <br /> reasonable in-house or outside attorney's fees and expenses)which it may incur as a result of serving as <br /> Escrow/Settlement Agent hereunder, except for any loss, costs or damage arising out of its willful <br /> default or gross negligence. Accordingly, Escrow/Settlement Agent shall not incur any liability with <br /> respect to any action taken or omitted to be taken in reliance upon any document, including any written <br /> notice of instruction provided for in the Escrow Agreement, not only as to its due execution and the <br /> validity and effectiveness of its provisions, but also to the truth and accuracy of any information <br /> contained therein, which Escrow/Settlement Agent shall in good faith believe (a) to be genuine, (b) to <br /> Asset File#:TwPA0035492 Page 1 of 7 <br />