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ESCROW AGREEMENT <br />This Escrow Agreement is made effective the 16th day of November, 2009, between <br />PATRIOT PROPERTIES, INC., a Massachusetts corporation, with offices at 330 Lynnway, <br />Lynn, Massachusetts 01901, ( "Provider"); ORANGE COUNTY, NORTH CAROLINA, a <br />political subdivision duly existing under the laws of the State of North Carolina and having <br />its principal place of business at 200 South Cameron Street, Hillsborough, North Carolina <br />27278, ( "Beneficiary'); and Baker & Hostetler LLP having its principal place of business at <br />45 Rockefeller Plaza, New York, New York 10111, ("Escrow Agent "). <br />NOW, THEREFORE, in consideration of the mutual promises and subject to the <br />terms and conditions set forth herein, the parties hereto agree as follows: <br />L SOFTWARE LICENSE AGREEMENT. <br />(a) Except as otherwise contemplated by this Escrow Agreement, this Agreement is <br />made pursuant to and subject to the terms of the Software License Agreement, which is <br />deemed incorporated herein by this reference and shall constitute part of this Agreement as <br />if fully set forth herein. <br />(b) The Software License Agreement grants to Beneficiary the right and license to <br />use the Software Program subject to the limitations and conditions set forth in the Software <br />License Agreement. <br />(c) The parties intend that the source code shall maintain all protection under the <br />United States Copyright Act and shall remain the exclusive proprietary property of the <br />Provider, with access being permitted to the Beneficiary only in compliance with the terms <br />of this Escrow Agreement. <br />2. ESCROW AGENT. <br />(a) Baker & Hostetler LLP is hereby appointed and accepts appointment to act as <br />Escrow Agent under this Agreement. Any fees and expenses of Escrow Agent in <br />connection with his duties hereunder shall be paid by Provider. <br />(b) The Escrow Agent has agreed to hold the source code in escrow and in trust <br />as the property of the Provider, and to permit access to the Source Code by the <br />