Exhibit 10.3


 


SUBSCRIPTION ESCROW AGREEMENT


 


THIS SUBSCRIPTION ESCROW AGREEMENT dated
as of December 17, 2015 (this “Agreement”), is entered into among Bluerock Capital Markets, LLC (the “Dealer
Manager”), Bluerock Residential Growth REIT, Inc. (the “Company”) and UMB Bank, National Association,
a national banking association, as escrow agent (the “Escrow Agent”).


 


WHEREAS, the Company intends to raise
cash funds from Investors (as defined below) pursuant to a public offering (the “Offering”) of not more than
150,000 units consisting of (i) 150,000 shares of Series B Redeemable Preferred Stock, and (ii) warrants to purchase up to 3,000,000
shares of Class A common stock, par value $0.01 per share, of the Company (collectively, the “Securities”),
pursuant to the registration statement on Form S-3 of the Company (No. 333- 200359)
(as amended, the “Offering Document”) a copy of which is attached as Exhibit A hereto.


 


WHEREAS, the Escrow Agent is willing
to accept appointment as escrow agent only for the express duties set forth herein.


 


NOW, THEREFORE, in consideration
of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound,
hereby agree as follows:


 


1.          Proceeds
to be Escrowed.  On or before the date the Offering Document is declared effective by the Securities and Exchange Commission
(the “SEC”), the Company shall establish an escrow account with the Escrow Agent to be invested in accordance
with Section 7 hereof entitled “ESCROW ACCOUNT FOR THE BENEFIT OF INVESTORS OF UNITS OF BLUEROCK RESIDENTIAL GROWTH
REIT INC” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Escrow Account”).
All checks, wire transfers and other funds received from subscribers of Securities (“Investors”) in payment
for the Securities (“Investor Funds”) will be delivered to the Escrow Agent within one business day following
the day upon which such Investor Funds are received by the Company or its agents, and shall, upon receipt by the Escrow Agent,
be retained in escrow by the Escrow Agent and invested as stated herein. During the term of this Agreement, the Company or its
agents shall cause all checks received by and made payable to it for payment for the Securities to be endorsed in favor of the
Escrow Agent and delivered to the Escrow Agent for deposit in the Escrow Account.


 


The Escrow Agent shall have no duty to make
any disbursement, investment or other use of Investor Funds until and unless it has good and collected funds. If any checks deposited
in the Escrow Account are returned or prove uncollectible after the funds represented thereby have been released by the Escrow
Agent, then the Company shall promptly reimburse the Escrow Agent for any and all costs incurred for such, upon request, and the
Escrow Agent shall deliver the returned checks to the Company. The Escrow Agent shall be under no duty or responsibility to enforce
collection of any check delivered to it hereunder. 


 


2.          Investors.
 Investors will be instructed by the Dealer Manager or any soliciting dealers retained by the Dealer Manager (the “Soliciting
Dealers”) to remit the purchase price in the form of checks (hereinafter “instruments of payment”) payable
to the order of, or funds wired in favor of, “UMB BANK, NATIONAL ASSOCIATION, ESCROW AGENT FOR BLUEROCK RESIDENTIAL GROWTH
REIT, INC.” Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting
Dealer that submitted the check. By 12:00 p.m. (EST) the next business day after receipt of instruments of payment from the Offering,
the Company or the Dealer Manager shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities
showing the name, address, tax identification number, the amount of Securities subscribed for purchase and the amount paid. The
information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in
the “List of Investors” attached hereto as Exhibit B.


 




     


     


    

  


When a Soliciting Dealer’s internal
supervisory procedures are conducted at the site at which the subscription agreement and check were initially received by Soliciting
Dealer from the subscriber, such Soliciting Dealer shall transmit the subscription agreement and check for the purchase of Securities
to the Escrow Agent by the end of the next business day following receipt of the check and subscription agreement for the purchase
of Securities. When, pursuant to such Soliciting Dealer’s internal supervisory procedures, such Soliciting Dealer’s
final internal supervisory procedures are conducted at a different location (the “Final Review Office”), such
Soliciting Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business
day following Soliciting Dealer’s receipt of the subscription agreement and check for the purchase of Securities. The Final
Review Office will, by the end of the next business day following its receipt of the subscription agreement and check for the purchase
of Securities, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement for the purchase
of Securities solicited by a Soliciting Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement
and check for the purchase of Securities will be returned to the rejected subscriber within ten business days from the date of
rejection.


 


All Investor Funds deposited in the Escrow
Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims
against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that
the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property
of the Company, or any other entity except as released to the Company pursuant to Section 3. The Escrow Agent will not use
the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder.
The Company and the Escrow Agent will treat all Investor information as confidential. The Escrow Agent shall not be required to
accept any Investor Funds which are not accompanied by the information on the List of Investors.


 


3.          Disbursement
of Funds. Once the Offering has closed, the Company shall notify the Escrow Agent of the same in writing. Further, if the Minimum
Amount has not been sold on or prior to the Termination Date, the Company shall notify the Escrow Agent in writing of such. Additionally,
at the end of the third business day following the Termination Date (as defined in Section 4), the Escrow Agent shall notify
the Company of the amount of the Investor Funds received. The Escrow Agent agrees that funds in the Escrow Account shall not be
released to the Company until and unless the Escrow Agent receives written instructions to release the funds from the Company’s
Chief Executive Officer, President or Chief Accounting Officer.


 


If the Company notifies the Escrow Agent
in writing that the Minimum Amount has not been sold prior to the Termination Date, the Escrow Agent shall, promptly following
the Termination Date, but in no event more than 30 days after the Termination Date, refund to each Investor by check, funds deposited
in the Escrow Account, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed
for collection prior to such time, directly to each Investor at the address provided on the List of Investors. Included in the
remittance shall be a proportionate share of the income earned in the account allocable to each Investor’s investment in
accordance with the terms and conditions specified herein, except that in the case of Investors who have not provided an executed
Form W-9 or substitute Form W-9 (or the applicable substitute Form W-8 for foreign investors), the Escrow Agent shall withhold
the applicable percentage of the earnings attributable to those Investors in accordance with Internal Revenue Service (“IRS”)
regulations. Notwithstanding the foregoing, the Escrow Agent shall not be required to remit any payments until funds represented
by such payments have been collected by the Escrow Agent.


 




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If the Escrow Agent receives written notice
from the Company that the Company intends to reject an Investor’s subscription, the Escrow Agent shall pay to the applicable
Investor, within a reasonable time not to exceed ten business days after receiving notice of the rejection, by first class United
States Mail at the address provided on the List of Investors, or at such other address as shall be furnished to the Escrow Agent
by the Investor in writing, all collected sums paid by the Investor for Securities and received by the Escrow Agent, together with
the interest earned on such Investor Funds (determined in accordance with the terms and conditions specified herein).


 


4.          Term
of Escrow. The “Termination Date” shall be the earliest of: (a) the close of business on December 19, 2017
as such date may be extended until June 17, 2018 upon written notice to the Escrow Agent by the Company; (b) the date that all
funds held in the Escrow Account are distributed to the Company or to Investors pursuant to Section 3 and the Company has
informed the Escrow Agent in writing to close the Escrow Account; (c) the date all the Securities are sold; (d) the date the Escrow
Agent receives written notice from the Company that it is abandoning the sale of the Securities; and (e) the date the Escrow Agent
receives notice from the Securities and Exchange Commission or any other federal or state regulatory authority that a stop or similar
order has been issued with respect to the Offering Document and has remained in effect for at least 20 days. After the Termination
Date the Company and its agents shall not deposit, and the Escrow Agent shall not accept, any additional amounts representing payments
by prospective Investors.


 


5.          Duty
and Liability of the Escrow Agent. The sole duty of the Escrow Agent shall be to receive Investor Funds and hold them subject
to release, in accordance herewith, and the Escrow Agent shall be under no duty to determine whether the Company or any Dealer
Manager is complying with requirements of this Agreement, the Offering or applicable securities or other laws in tendering the
Investor Funds to the Escrow Agent. No other agreement entered into between the parties, or any of them, shall be considered as
adopted or binding, in whole or in part, upon the Escrow Agent notwithstanding that any such other agreement may be referred to
herein or deposited with the Escrow Agent or the Escrow Agent may have knowledge thereof, including specifically but without limitation
the Offering Document or any other document related to the Offering (including the subscription agreement and exhibits thereto),
and the Escrow Agent’s rights and responsibilities shall be governed solely by this Agreement. The Escrow Agent shall not
be responsible for or be required to enforce any of the terms or conditions of the Offering Document or any other document related
to the Offering (including the subscription agreement and exhibits thereto) or other agreement between the Company and any other
party. The Escrow Agent may conclusively rely upon and shall be protected in acting upon any statement, certificate, notice, request,
consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.
The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or
other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. Concurrent with the
execution of this Agreement, the Company and the Dealer Manager shall each deliver to the Escrow Agent an authorized signers form
in the form of Exhibit C or Exhibit C-1 to this Agreement, as applicable. The Escrow Agent shall be under no obligation
to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction.
The Escrow Agent may consult counsel of its own choice with respect to any question arising under this Agreement and the Escrow
Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel. The Escrow Agent shall not
be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines
that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of loss. The Escrow Agent is acting
solely as escrow agent hereunder and owes no duties, covenants or obligations, fiduciary or otherwise, to any other person by reason
of this Agreement, except as otherwise stated herein, and no implied duties, covenants or obligations, fiduciary or otherwise,
shall be read into this Agreement against the Escrow Agent.  If any disagreement between any of the parties to this Agreement,
or between any of them and any other person, including any Investor, resulting in adverse claims or demands being made in connection
with the matters covered by this Agreement, or if the Escrow Agent is in doubt as to what action it should take hereunder, the
Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder,
so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not be or become liable
in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue so to refrain
from acting until (a) the rights of all interested parties shall have been fully and finally adjudicated by a court of competent
jurisdiction, or (b) all differences shall have been adjudged and all doubt resolved by agreement among all of the interested persons,
and the Escrow Agent shall have been notified thereof in writing signed by all such persons. Notwithstanding the foregoing, the
Escrow Agent may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction
and the Escrow Agent is hereby authorized in its sole discretion to comply with and obey any such orders, judgments, decrees or
levies. If any controversy should arise with respect to this Agreement the Escrow Agent shall have the right, at its option, to
institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties. IN NO EVENT SHALL
THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER
(INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES
AND REGARDLESS OF THE FORM OF ACTION. The parties hereto agree that the Escrow Agent has no role in the preparation of the Offering
Documents (including the subscription agreement and exhibits thereto) and makes no representations or warranties with respect to
the information contained therein or omitted therefrom. The Escrow Agent shall have no obligation, duty or liability with respect
to compliance with any federal or state securities, disclosure or tax laws concerning the Offering Documents or any other document
related to the Offering (including the subscription agreement and exhibits thereto) or the issuance, offering or sale of the Securities.
The Escrow Agent shall have no duty or obligation to monitor the application and use of the Investor Funds once transferred to
the Company, that being the sole obligation and responsibility of the Company.


 




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6.          Escrow
Agent’s Fee. The Escrow Agent shall be entitled to compensation for its services as stated in the fee schedule attached
hereto as Exhibit D, which compensation shall be paid by the Company. The fee agreed upon for the services rendered hereunder
is intended as full compensation for the Escrow Agent’s services as contemplated by this Agreement; provided, however, that
if (a) the conditions for the disbursement of funds under this Agreement are not fulfilled, (b) the Escrow Agent renders any material
service not contemplated in this Agreement, (c) there is any assignment of interest in the subject matter of this Agreement, (d)
there is any material modification hereof, e) any material controversy arises hereunder, or (f) the Escrow Agent is made a party
to any litigation pertaining to this Agreement or the subject matter hereof, then the Escrow Agent shall be reasonably compensated
for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorney’s fees, occasioned
by any delay, controversy, litigation or event, and the same shall be recoverable from the Company. The Company’s obligations
under this Section 6 shall survive the resignation or removal of the Escrow Agent and the assignment or termination of this
Agreement.


 


7.          Investment
of Investor Funds.  The Investor Funds shall be deposited in the Escrow Account in accordance with Section 1 and held
un-invested in the Escrow Account, which shall be non-interest bearing.


 


8.          Notices.
All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have
been duly given (a) on the date of service if served personally on the party to whom notice is to be given, (b) on the day of transmission
if sent by facsimile/email transmission bearing an authorized signature to the facsimile number/email address given below, and
written confirmation of receipt is obtained promptly after completion of transmission, (c) on the day after delivery to Federal
Express or similar overnight courier or the Express Mail service maintained by the United States Postal Service, or (d) on the
fifth day after mailing, if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage
prepaid, and properly addressed, return receipt requested, to the party as follows:


 




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If to the Company:


 


Bluerock Residential Growth REIT, Inc.


712 Fifth Avenue, 9th Floor


New York, NY 10019


Attn: Michael L. Konig


 


With a copy to:


 


Kaplan Voekler Cunningham & Frank, PLC


1401 E. Cary St.


Richmond, VA 23219


Attn: Richard P. Cunningham, Jr., Esq.


 


If to the Dealer Manager:


 


Bluerock Capital Markets, LLC


17900 Sky Part Circle, Suite 260


Irvine, CA 92614


Attn: Paul Dunn


 


If to the Escrow Agent:


 


UMB Bank, National Association


Attn: Lara Stevens


Corporate Trust & Escrow Services


1010 Grand Blvd. 4th Floor


Mail Stop: 1020409


Kansas City, Missouri 64106


Telephone: (816) 860-3017


Fax: (816) 860-3029


Email: lara.stevens@umb.com


 


Any party may change its address for purposes of this Section
by giving the other party written notice of the new address in the manner set forth above.


 


9.          Indemnification
of Escrow Agent. The Company and the Dealer Managers hereby agree to, jointly and severally, indemnify, defend and hold harmless
the Escrow Agent from and against, any and all losses, liabilities, costs, damages and expenses, 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 Agreement or any transaction to which this Agreement relates
unless such loss, liability, cost, damage or expense is finally determined by a court of competent jurisdiction to have been primarily
caused by the gross negligence or willful misconduct of the Escrow Agent. The terms of this Section shall survive the termination
of this Agreement and the resignation or removal of the Escrow Agent.


 




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10.         Successors
and Assigns. Except as otherwise provided in this Agreement, no party hereto shall assign this Agreement or any rights or obligations
hereunder without the prior written consent of the other parties hereto and any such attempted assignment without such prior written
consent shall be void and of no force and effect. This Agreement shall inure to the benefit of and shall be binding upon the successors
and permitted assigns of the parties hereto. Any corporation or association into which the Escrow Agent may be converted or merged,
or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business
and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale,
merger, consolidation or transfer to which the Escrow Agent is a party, shall be and become the successor Escrow Agent under this
Agreement and shall have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the execution
or filing of any instrument or paper or the performance of any further act.


 


11.         Governing
Law; Jurisdiction. This Agreement shall be construed, performed, and enforced in accordance with, and governed by, the internal
laws of the State of New York, without giving effect to the principles of conflicts of laws thereof.


 


12.         Severability.
If any provision of this Agreement is declared by any court or other judicial or administrative body to be null, void, or unenforceable,
said provision shall survive to the extent it is not so declared, and all of the other provisions of this Agreement shall remain
in full force and effect.


 


13.         Amendments;
Waivers. This Agreement may be amended or modified, and any of the terms, covenants, representations, warranties, or conditions
hereof may be waived, only by a written instrument executed by the parties hereto, or in the case of a waiver, by the party waiving
compliance. Any waiver by any party of any condition, or of the breach of any provision, term, covenant, representation, or warranty
contained in this Agreement, in any one or more instances, shall not be deemed to be nor construed as further or continuing waiver
of any such condition, or of the breach of any other provision, term, covenant, representation, or warranty of this Agreement.
The Company and the Dealer Managers agree that any requested waiver, modification or amendment of this Agreement shall be consistent
with the terms of the Offering.


 


14.         Entire
Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the escrow
contemplated hereby and supersedes and replaces all prior and contemporaneous agreements and understandings, oral or written, with
regard to such escrow.


 


15.         Section
Headings. The section headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation
of this Agreement.


 


16.         Counterparts.
This Agreement may be executed (including by facsimile transmission) with counterpart signature pages or in counterparts, each
of which shall be deemed an original, but all of which shall constitute the same instrument. The parties hereto agree that the
transactions described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimilies,
electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts
of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law.


 


17.         Resignation.
The Escrow Agent may resign upon 30 days’ advance written notice to the parties hereto. If a successor escrow agent is
not appointed by the Company within the 30-day period following such notice, the Escrow Agent may petition any court of competent
jurisdiction to name a successor escrow agent, or may interplead the Investor Funds with such court, whereupon the Escrow Agent’s
duties hereunder shall terminate.


 




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18.         References
to Escrow Agent. Other than the Offering Document, any of the other documents related to the Offering (including the subscription
agreement and exhibits thereto) and any amendments thereof or supplements thereto, no printed or other matter in any language (including,
without limitation, 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 the Dealer Manager’s
behalf, unless the Escrow Agent shall first have given its specific written consent thereto. Notwithstanding the foregoing, any
amendment or supplement to the Offering Document or any other document related to the Offering (including the subscription agreement
and exhibits thereto) that revises, alters, modifies, changes or adds to the description of the Escrow Agent or its rights, powers
or duties hereunder shall not be issued by the Company or the Dealer Manager, or on the Company’s or the Dealer Manager’s
behalf, unless the Escrow Agent has first given specific written consent thereto.


 


19.         Patriot
Act Compliance. The Company shall provide to the Escrow Agent upon the execution of this Agreement any documentation requested
and any information reasonably requested by the Escrow Agent to comply with the USA Patriot Act of 2001, as amended from time to
time.


 


[Signature page follows.]


 




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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed the date and year first set forth above.


 


	 	BLUEROCK RESIDENTIAL GROWTH REIT, INC.
	 	 	 
	 	By:	/s/ R. Ramin Kamfar
	 	Name:	 R. Ramin Kamfar
	 	Title:	President and CEO
	 	 	 
	 	BLUEROCK CAPITAL MARKETS, LLC
	 	 	 
	 	By:	/s/ Paul E. Dunn
	 	Name:	Paul Dunn
	 	Title:	Senior Managing Director
	 	 	 
	 	UMB BANK, N.A., as Escrow Agent
	 	 	 
	 	By:	/s/ Lara L. Stevens
	 	Name:	Lara L. Stevens
	 	Title:	Vice President


 




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Exhibit A


 


Copy of Offering Document


 




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Exhibit B


 


List of Investors


 


Pursuant to the Escrow Agreement dated as
of December 17, 2015, among Bluerock Capital Markets, LLC, Bluerock Residential Growth REIT, Inc. (the “Company”),
and UMB Bank, National Association (the “Escrow Agent”), the Company or its agent hereby certifies that the
following Investors have paid money for the purchase of shares of the Company’s units (“Securities”),
and the money has been deposited with the Escrow Agent:


 


	1.	Name of Investor:


Address:


Tax Identification Number:


Amount of Securities subscribed for:


Amount of money paid and deposited with Escrow Agent:


 


	2.	Name of Investor:


Address:


Tax Identification Number:


Amount of Securities subscribed for:


Amount of money paid and deposited with Escrow Agent:


 


	Dated:	 	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 




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Exhibit C


 


Certificate
as to Authorized Signatures


 


The specimen signatures shown below are
the specimen signatures of the individuals who have been designated as Authorized Representatives of Bluerock Residential Growth
REIT, Inc. and are authorized to initiate and approve transactions of all types for the above-mentioned account on behalf of Bluerock
Residential Growth REIT, Inc.


 


	Name/Title	Specimen Signature
	 	 
	 	/s/ R. Ramin Kamfar
	 	Signature
	 	 
	 	/s/ Michael Konig
	 	Signature
	 	 
	 	/s/ Jordan Ruddy
	 	Signature
	 	 
	 	 
	 	Signature


 




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Exhibit C-1


 


Certificate
as to Authorized Signatures


 


The specimen signatures shown below are
the specimen signatures of the individuals who have been designated as Authorized Representatives of Bluerock Capital Markets,
LLC and are authorized to initiate and approve transactions of all types for the above-mentioned account on behalf of Bluerock
Capital Markets, LLC.


 


	Name/Title	Specimen Signature
	 	 
	Paul Dunn	/s/ Paul E. Dunn
	Senior Managing Director	Signature
	 	 
	 	 
	 	Signature


 




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Exhibit D


 


ESCROW FEES AND EXPENSES


 


	
        Acceptance Fee

         
	 
	Draft/Review document, establish account	$3,000
	 	 
	
        Annual Fees

         
	 
	Annual Escrow Agent	$3,000
	 	 
	Transactional Fees	 
	Outgoing Wire Transfers	$35 each
	Overnight Delivery/Mailings	$16.50 each
	Expense Reimbursement*	6% of Annual Fee


 


Acceptance will be payable at the initiation of the escrow.
The annual fees and transactional fees, if any, will be billed quarterly in arrears. Other fees and expenses will be billed as
incurred.


 


*In addition to the specified fees, all expenses related to
the administration of the Escrow Agreement, such as, but not limited to, travel, postage, shipping, courier, telephone, facsimile,
supplies, legal fees, accounting fees, etc., will be reimbursable.


 


Fees specified are for the regular, routine services contemplated
by the Escrow Agreement, and any additional or extraordinary services, including, but not limited to disbursements involving a
dispute or arbitration, or administration while a dispute, controversy or adverse claim is in existence, will be charged based
upon time required at the then standard hourly rate.


 




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