Common use of Deposits to the Bank Account Clause in Contracts

Deposits to the Bank Account. 3.1 The Underwriter shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriter, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." The Escrow Agent shall cause Chase Manhattan Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "Subscription Information").

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, checks or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be deposited in and credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & “Xxxxx X. Xxxxx Trust Company, Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account”. Any check payable other than to the Escrow Agent as required hereby shall be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan US Bank N.A. to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be deposited in and credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & “Law Office of Xxxxxxxx X. Xxxx P.A. Trust Company, Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account IOTA”. Any check payable other than to the Escrow Agent as required hereby shall be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan Bank of America to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Law Offices of Harold P. Gewerter, Esq., Ltd., Client Trust Company, Escrow Agent f\b\o "Pathfinder Business ResourcesAccount f/b/o Personalxxx Xxxxxxxx Xxxxems, Inc." ". Any check payable other than to the Escrow Agent as required hereby shall <PAGE> be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." The Escrow Agent shall cause Chase Manhattan Bank of the West to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "Subscription Information"). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent's regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the "Fund." 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company“Law Offices of Xxxxxx X. Xxxxxxxx, Esq., Ltd., Escrow Agent f\b\o "Pathfinder Business Resourcesf/b/o Caddis Consulting Group, Inc." ” Any check payable other than to the Escrow Agent as required hereby shall be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan Bank of the West to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, checks or wire transfers, provided however that "Cashiers" checks and "Money Orders" must be in amounts greater than $10,000; Cashiers checks or Money Orders in amounts less than $10,000 shall be rejected by the Escrow Agent. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, “CST&T_________________________ Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account.” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Placement Agent (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Placement Agent (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the “Subscription Information”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name address, tax identification number and the number of shares/units. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent's regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the "Subscription InformationFund"). 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Underwriter.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company“Law Offices of Xxxxxx X. Xxxxxxx, Escrow Agent f\b\o "Pathfinder Business Resourcesf/b/o 7Venture Group, Inc." ” Any check payable other than to the Escrow Agent as required hereby shall be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan Bank of America to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & “Xxxxxx X. Xxxxxxxx, Esq., Ltd., Client Trust Company, Escrow Agent f\b\o "Pathfinder Business ResourcesAccount f/b/o eBizware, Inc." ”. Any check payable other than to the Escrow Agent as required hereby shall be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan Xxxxx Fargo Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Law Offices of Harold P. Gewerter, Esq., Ltd., Client Trust Company, Escrow Agent f\b\o Account f/b/o Introbuzx"Pathfinder Business Resources, Inc." Any check payable . Xxx xxxxx xxxable other than to the Escrow Agent as required hereby shall be returned to the Underwriter<PAGE> Issuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." The Escrow Agent shall cause Chase Manhattan Bank of the West to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "Subscription Information"). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent's regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the "Fund." 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter shall promptly deliver to the Escrow Agent all monies in the form of checks or wire transfers which it receives from prospective purchasers of the Securities, Securities by noon of the next business day following receipt where internal supervisory review is conducted at the same location at which subscription documents and monies shall be in the form of checks, cash, or wire transfersare received. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "“Continental Stock Transfer & Trust Company, AAF Hexindai Inc. Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account.” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Underwriter (together with any Subscription Information, as defined below, or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name address, tax identification number and the number of shares/units. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund”. 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Underwriter.

Deposits to the Bank Account. 3.1 The Underwriter shall promptly promptly, but in no event later than noon on the business day immediately following the day such monies are received by the Underwriter, deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, checks or wire transfers, provided however that “Cashiers” checks and “Money Orders” must be in amounts greater than $10,000; Cashiers checks or Money Orders in amounts less than $10,000 shall be rejected by the Escrow Agent. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, “CST&T Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account.” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Underwriter (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan Bank XX Xxxxxx Xxxxx to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name address, tax identification number and the number of shares/units. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund”. 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Underwriter.

Deposits to the Bank Account. 3.1 The Underwriter If applicable, the Placement Agent shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers, “Money Orders” are not acceptable. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriter, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.13.1 or directly from the purchasers, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Placement Agent shall inform the Escrow Agent in writing of the name and address of the prospective purchaserpurchasers, the amount of Securities subscribed for by such purchaserpurchasers, and the aggregate dollar amount of such subscription (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not accept or recognize for credit to the Escrow Account, any deposit, including deposits made by bank wire, for which the Escrow Agent has not received the appropriate Subscription Information defined in paragraph 3.2. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts that have been deposited into the Bank Account, accompanied by the required subscriber information, have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the Offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Placement Agent. 3.7 If prior to the disbursement of the Fund in accordance with Section 4.2 below, the Escrow Agent has received notice from the Issuer and the Placement Agent that the subscription of a purchaser has been rejected since such purchaser does not qualify as an investor in the Offering, the Escrow Agent shall promptly refund to such purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by rejecting the received deposits to the originating bank account and transmitting it to the purchaser.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & “Law Offices of Xxxxxx X. Xxxxxxxx, Esq., Ltd., Client Trust Company, Escrow Agent f\b\o "Pathfinder Business ResourcesAccount f/b/o Sector 5, Inc." ”. Any check payable other than to the Escrow Agent as required hereby shall be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan Bank of the West to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Selling Agents shall promptly deliver to the Escrow Agent all monies which it receives they receive from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, checks or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, “CST&T CHICKEN SOUP FOR THE SOUL ENTERTAINMENT Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account.” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the applicable Selling Agent (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter applicable Selling Agent (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. The Selling Agents shall maintain the name, address, tax identification number and the number of shares and other know your customer compliance. 3.4 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund”. 3.5 Pursuant to Rule 15c2-4, until the Fund is disbursed in accordance with Article 4 hereof, the Issuer will not have any access to the proceeds held in the Fund. Only upon instructions from both the Issuer and the Joint Bookrunning Manager that a closing of the proposed offering will take place in accordance with Article 4 hereof will the Escrow Agent disburse any portion of the Fund to the Issuer for its use. 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall, upon instructions in writing signed by both the Issuer and the Joint Bookrunning Manager, refund to the applicable investors (or the corresponding Selling Agent) any portion of the Fund prior to disbursement of the Fund to the Issuer in accordance with Article 4 hereof.

Deposits to the Bank Account. 3.1 The Underwriter shall promptly deliver to the Escrow Agent all monies in the form of checks or wire transfers which it receives from prospective purchasers of the Securities, Securities by noon of the next business day following receipt where internal supervisory review is conducted at the same location at which subscription documents and monies shall be in the form of checks, cash, or wire transfersare received. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, Escrow Agent f\b\o "Pathfinder Business Resources, Inc." “ ”Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Underwriter (together with any Subscription Information, as defined below, or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name address, tax identification number and the number of shares/units. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund”. 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Underwriter.

Deposits to the Bank Account. 3.1 The Underwriter Selling Agents shall promptly deliver to the Escrow Agent all monies which it receives they receive from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, checks or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, “HIGHTIMES HOLDING CORP.’s. Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account.” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the applicable Selling Agent (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter applicable Selling Agent (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. The Selling Agents shall maintain the name, address, tax identification number and the number of shares and other know your customer compliance. 3.4 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund”. 3.5 Pursuant to Rule 15c2-4, until the Fund is disbursed in accordance with Article 4 hereof, the Issuer will not have any access to the proceeds held in the Fund. Only upon instructions from both the Issuer and [_________] that a closing of the proposed offering will take place in accordance with Article 4 hereof will the Escrow Agent disburse any portion of the Fund to the Issuer for its use. 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall, upon instructions in writing signed by both the Issuer and [________], refund to the applicable investors (or the corresponding Selling Agent) any portion of the Fund prior to disbursement of the Fund to the Issuer in accordance with Article 4 hereof.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, checks or wire transfers, provided however that "Cashiers" checks and "Money Orders" must be in amounts greater than $10,000; Cashiers checks or Money Orders in amounts less than $10,000 shall be rejected by the Escrow Agent. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company“StreamNet, Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Inc” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Issuer (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name, address, tax identification number and the number of shares/units. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the Offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriter, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies in the form of check, cash or wire transfer ("Subscription Funds") from any Subscriber who has submitted a subscription (a "Subscription"), the Escrow Agent shall determine whether the Subscription is a Valid Subscription. The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by a Valid Subscription. Wire transfers and cash representing Subscription Funds shall not be deemed deposited in the Escrow Account until the Escrow Agent has received Valid Subscriptions with respect to such payments. A Subscription shall be deemed a "Valid Subscription" only if: (a) the Subscription Funds are accompanied by a Subscription Agreement in the form of Exhibit B hereto which contains (i) the name, address and social security (or taxpayer ID) number of the Subscriber, (ii) the number of the Shares subscribed for by the Subscriber, (iii) the aggregate dollar amount of such Subscription (which shall be $10.00 multiplied by the number of Shares subscribed for by the Subscriber (the "Subscription Amount")), and (iv) the Subscriber's signature, (b) the Subscription Funds accompanying such Subscription are in the exact amount of the Subscription Amount, and (c) the state listed in the Subscription Agreement as described in Section 3.1part of the Subscriber's address shall be one of the states listed on Exhibit C hereto (which list may be modified from time to time by the Issuer through notice to the Escrow Agent), and (d) if the Subscription Funds are represented by a check, the check is payable to "National City Bank of Kentucky, Escrow Agent for Tumbleweed, Inc." If the Escrow Agent is unable to determine whether the Subscription is a Valid Subscription, the Escrow Agent shall forward the Subscription Agreement to the Issuer who shall make such determination, which determination by the Issuer shall be conclusive for purposes of this Agreement. If the Subscription for any Subscriber is not a Valid Subscription, the Escrow Agent shall deliver the Subscription Agreement to the Issuer. If the Escrow Agent has not received a Valid Subscription for such Subscriber within 15 days of such delivery (or such sooner date that is specified by the Issuer), then the Escrow Agent shall return to such Subscriber all Subscription Funds (or if the Subscription Funds are represented by a check, such check) received from such Subscriber. 3.2 With respect to each Valid Subscription, the Escrow Agent shall deposit the same related Subscription Funds into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." The Escrow Agent shall cause Chase Manhattan Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each Promptly following the deposit to of Subscription Funds in the Escrow Bank Account, the Underwriter shall inform the Escrow Agent in writing of shall forward the name original Subscription Agreement relating thereto to the Issuer and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "Subscription Information")retain a copy thereof.

Deposits to the Bank Account. 3.1 The Underwriter shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, as Escrow Agent f\b\o for the offering by [the Issuer]"Pathfinder Business Resources, Inc." . Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Underwriter (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." ". The Escrow Agent shall cause Chase Manhattan Chemical Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively collectively, the "Subscription Information"). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent's regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the "Fund". 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Underwriter.

Deposits to the Bank Account. 3.1 The Underwriter Placement Agent shall promptly deliver to the Escrow Agent all monies in the form of wire transfers which it receives from prospective purchasers of the Securities, Securities by the end of the next business day following receipt where internal supervisory review is conducted at the same location at which subscription documents and monies shall be in the form of checks, cash, or wire transfers. are received.. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriter, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Placement Agent (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "“Subscription Information"”). 3.3 Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, by wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund”. 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Placement Agent.

Deposits to the Bank Account. 3.1 The Underwriter shall promptly promptly, but in no event later than noon on the business day immediately following the day such monies are received by such underwriter, deliver to the Escrow Agent all monies in the form of checks or wire transfers which it receives from prospective purchasers of the Securities, Securities by the end of the next business day following receipt where internal supervisory review is conducted at the same location at which subscription documents and monies shall be in the form of checks, cash, or wire transfersare received. Upon the Escrow Agent's ’s receipt of such monies, they such monies shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, “CST&T Cue Biopharma Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account.” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Underwriter (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name address, tax identification number and the number of shares. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund”. 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Underwriter.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, checks or wire transfers, provided however that "Cashiers" checks and "Money Orders" must be in amounts greater than $10,000; Cashiers checks or Money Orders in amounts less than $10,000 shall be rejected by the Escrow Agent. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, Escrow Agent f\b\o "Pathfinder Business Resources, Inc." “___________” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Issuer (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription and any other information requested by Escrow Agent (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name, address, tax identification number and the number of shares/units. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the Offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Law Offices of Joseph L. Pittera, Esq., Client Trust Company, Escrow Agent f\b\o Account f/b/o CME Realty Inc."Pathfinder Business Resources, Inc." Any check payable . Xxx xxxxx xxyable other than to the Escrow Agent as required hereby shall be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." The Escrow Agent shall cause Chase Manhattan Bank of America to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "Subscription Information"). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent's regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the "Fund." 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's ’s receipt of purchase price monies from the Purchasers, which shall be in form of wire transfers, such monies, they monies shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriter, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription purchase price monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter The Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchasereach Purchaser, the amount of Securities subscribed for to be purchased by such purchaserPurchaser, and the aggregate dollar amount of such subscription purchase (collectively collectively, the "Subscription “Purchase Information"”). 3.3 The Escrow Agent shall not accept or recognize for credit to the Escrow Account any deposit for which the Escrow Agent has not received the appropriate Purchase Information defined in Section 3.2. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by Purchasers except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts (a) that have been deposited into the Bank Account, (b) for which the required Purchase Information has been received and (c) that have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the Offering is terminated before the Termination Date (including, without limitation, in the event any Subscription Agreement is terminated), the Escrow Agent shall promptly refund to such Purchaser the amount of payment received from such Purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom by the Escrow Agent, by rejecting the received deposits to the originating bank account and transmitting it to the purchaser. 3.7 If prior to the disbursement of the Fund in accordance with Section 4.2 below, the Escrow Agent has received notice from the Issuer that the purchase by a Purchaser has been rejected since such Purchaser does not qualify as an investor in the Offering, the Escrow Agent shall promptly refund to such Purchaser the amount of payment received from such Purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom by the Escrow Agent, by rejecting the received deposits to the originating bank account and transmitting it to the purchaser.

Deposits to the Bank Account. 3.1 The Underwriter shall promptly deliver to the Escrow Agent all monies in the form of checks or wire transfers which it receives from prospective purchasers of the Securities, Securities by the end of the next business day following receipt where internal supervisory review is conducted at the same location at which subscription documents and monies shall be in the form of checks, cash, or wire transfers. are received.. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, “CST&T Hailiang Education Group Inc. Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account.” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Underwriter (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name address, tax identification number and the number of shares/units. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund”. 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Underwriter.

Deposits to the Bank Account. 3.1 The Underwriter Issuer, via its Subscription Agreement instruction, shall promptly direct Investors to deliver all monies directly to the Escrow Agent all monies which it receives from prospective purchasers of the SecuritiesAgent, which monies shall be in the form of checks, cashcashier’s checks, money orders, or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company“Equisource Hotel Fund I, LLP Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account.” Any check payable other than to the Escrow Agent account name as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Issuer (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check subscription monies by the Escrow Agent, and such check subscription monies shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription and any other information requested by Escrow Agent (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name, address, tax identification number and the number of shares/units. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the Offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company“Law Offices of Xxxxxx X. Xxxxxxx, Escrow Agent f\b\o "Pathfinder Business Resourcesf/b/x Xxxx Sales, Inc." ” Any check payable other than to the Escrow Agent as required hereby shall be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Placement Agent shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of Investors that are required to be deposited into an escrow in accordance with the SecuritiesSecurities Purchase Agreement, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust CompanyPedley Zeilke et al., Escrow Agent f\b\o "Pathfinder Business Resourcesfor GoAmerica, Inc." Any check payable other payxxxx xther than to the Escrow Agent as required hereby shall be returned to the UnderwriterInvestor, or if the Escrow Agent has insufficient information to do so, then to the Placement Agent (together with any Subscription Information, as defined below, or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Escrow Agreement. All wire transfers of funds delivered to the Escrow Account shall be sent as follows: A. ABA No.: 042000013 For credit to account 112950027 For further credit to account 150006965200 Bank Address: One Financial Square Louisville, XX 00000 Xxxx: Xxxxx Xxxxxxx, Xxxxxxx Xxient Group Xxxxx (002) 562-6378 Fax: (502) 562-0000 Reference: Pedley, Zielke et xx, Xxxxxx Xxent for GoXxxxxxa, Inc. 3.2 Promptly (and in any event prior to noon on the next business day) after receiving subscription monies as described in Section 3.1, herein the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." ". The Escrow Agent shall cause Chase Manhattan Bank U.S. Bank, N.A. to process all Escrow Amounts for collection through the banking system. Simultaneously with As soon as practicable following each deposit to the Escrow Account, the Underwriter Placement Agent (or the Issuer, if such deposit is made by the Issuer) shall inform provide the Escrow Agent with a copy of the executed signature page of the Securities Purchase Agreement, which shall set forth in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, Investor and the aggregate dollar amount of such subscription (collectively collectively, the "Subscription Information"). The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by Investors shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information with respect to such payments. 3.3 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by Investors, whether by check, cash or wire, except during the Escrow Agent's regular business hours. Those Escrow Amounts which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the "Fund." If the Offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Placement Agent.

Deposits to the Bank Account. 3.1 The Underwriter Pursuant to Rule 15c2-4 promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, checks or wire transfers, provided however that “Cashiers” checks and “Money Orders” must be in amounts greater than $10,000; Cashier’s checks or Money Orders in amounts less than $10,000 shall be rejected by the Escrow Agent. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, “Cross River Bank as Escrow Agent f\b\o "Pathfinder Business Resourcesfor Prometheum, Inc." ” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Issuer (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription and any other information requested by Escrow Agent (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name, address, tax identification number and the number of Issuer Securities being acquired. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the Offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Placement Agent shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, checks or wire transfers, provided however that "Cashiers" checks and "Money Orders" must be in amounts greater than $10,000; Cashiers checks or Money Orders in amounts less than $10,000 shall be rejected by the Escrow Agent. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust CompanyCo, as Escrow Agent f\b\o "Pathfinder Business Resources, Inc.for China Wood." Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Placement Agent (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." ". The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Placement Agent (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "Subscription Information"). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name, address, tax identification number and the number of shares/units. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent's regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the "Fund." 3.6 If the Offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Placement Agent. 3.7 If prior to the disbursement of the Fund in accordance with Section 4.2 below, the Escrow Agent has received notice from the Issuer that the subscription of a purchaser has been rejected since such purchaser does not qualify as an investor in the Offering, the Escrow Agent shall promptly refund to such purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing a check on the Bank Account for the amount of such payment and transmitting it to the purchaser, 4.1 If by the close of regular banking hours on the Termination Date the Escrow Agent determines that the amount in the Fund is less than the Minimum Offering Amount, as indicated by the Subscription Information submitted to the Escrow Agent, then in either such case, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction there from, by drawing checks on the Bank Account for the amounts of such payments and transmitting them to the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer and the Placement Agent of its distribution of the Fund. 4.2 If at any time up to the close of regular banking hours on the Termination Date, the Escrow Agent has received joint written instructions from the Issuer and the Placement Agent that all conditions for release of funds have been met for closing of the Offering, the Escrow Agent shall promptly disburse the Fund in accordance with instructions.

Deposits to the Bank Account. 3.1 The Underwriter shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's receipt of a Subscription Amounts from a Purchaser, such monies, they monies shall be credited to the Escrow Account. All checks delivered Subscription Amounts shall be wire transferred to the Escrow Agent shall be made payable to "Continental Stock Transfer Account as follows: XX Xxxxxx Xxxxx 000 Xxxx Xxxxxx 00xx xx Xxx Xxxx XX 00000 ABA #000000000 CST & Trust Company, Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriter, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this AgreementT AAF ZBB ENERGY CORPORATION ACCT #530-154307. 3.2 Promptly after receiving subscription monies as described in Section 3.13. 1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." The Escrow Agent shall cause Chase Manhattan Bank to process all Escrow Amounts for collection through the banking system. Simultaneously system simultaneously with each deposit to the Escrow Account, the Underwriter . The Placement Agent shall inform the Escrow Agent in writing of the name and address of the prospective purchasereach Purchaser, the amount of Securities subscribed for by such purchasereach Purchaser, and the aggregate dollar amount of such subscription Subscription Amount for each Purchaser (collectively collectively, the "Subscription Information"). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account any wire transfers which are not accompanied by the appropriate Subscription Information. Wire transfers by the Purchasers shall not be deemed deposited into the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such Purchaser. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent's regular business hours. 3.5 Only those Subscription Amounts, which have been deposited in the Bank Account and which have cleared the banking system are herein referred to as the "Fund." 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer and the Placement Agent.

Deposits to the Bank Account. 3.1 The Underwriter Selling Agents shall promptly deliver to the Escrow Agent all monies which it receives they receive from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, checks or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, “CST&T CSS ENTERTAINMENT Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account.” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the applicable Selling Agent (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter applicable Selling Agent (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the “Subscription Information”). 3.3 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent's regular business hours. The Selling Agents shall maintain the name, address, tax identification number and the number of shares and other know your customer compliance. 3.4 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the "Subscription InformationFund"). 3.5 Pursuant to Rule 15c2-4, until the Fund is disbursed in accordance with Article 4 hereof, the Issuer will not have any access to the proceeds held in the Fund. Only upon instructions from both the Issuer and the Joint Bookrunning Manager that a closing of the proposed offering will take place in accordance with Article 4 hereof will the Escrow Agent disburse any portion of the Fund to the Issuer for its use. 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall, upon instructions in writing signed by both the Issuer and the Joint Bookrunning Manager, refund to the applicable investors (or the corresponding Selling Agent) any portion of the Fund prior to disbursement of the Fund to the Issuer in accordance with Article 4 hereof.

Deposits to the Bank Account. 3.1 The Underwriter Placement Agent or Sichenzia Xxxx Xxxxxxxx & Xxxxxxx LLP shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the SecuritiesInvestors with respect to the Series B Warrants, which monies shall be in the form of checks, cash, checks or wire transfers, provided however that "Cashiers" checks and "Money Orders" must be in amounts greater than $10,000; Cashiers checks or Money Orders in amounts less than $10,000 shall be rejected by the Escrow Agent. Upon the Escrow Agent's Agent˘s receipt of such monies, they shall be credited to the Warrant Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, `CST&T Zoom Technologies Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account._ Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwritersender, or if the Escrow Agent has insufficient information to do so, then to the Placement Agent (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies for the purchase of the Series B Warrants as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "`Escrow Amounts." _. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Placement Agent shall inform the Escrow Agent in writing of the name name, address, bank account wiring instructions, and address the tax identification number of the prospective purchaserInvestor, the amount of Securities Series B Warrants subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "`Subscription Information"_). [Add wire instructions.] 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the name address, tax identification number and the number of Series B Warrants Subscribed. Wire transfers representing payments by the Investors shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts whether by check or wire, except during the Escrow Agent˘s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the `Fund._

Deposits to the Bank Account. 3.1 The Underwriter Placement Agent shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers, provided, however, that “Cashiers” checks and “Money Orders” must be in amounts greater than $10,000; Cashiers checks or Money Orders in amounts less than $10,000 shall be rejected by the Escrow Agent. Upon the Escrow Agent's ’s receipt of such monies, they same shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, “Nastech Pharmaceutical Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account.” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Placement Agent (together with any subscription information or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit . 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow AccountAccount or for deposit into the Bank Account checks or wires that are not accompanied by the appropriate subscription information. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Underwriter shall inform Escrow Agent’s regular business hours. 3.5 Those Escrow Amounts which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent are herein referred to as the “Fund”. 3.6 If the Offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer and the Placement Agent. 3.7 If prior to the disbursement of the name and address Fund in accordance with Section 4.2 below, the Escrow Agent has received notice from the Issuer that the subscription of a purchaser has been rejected since such purchaser does not qualify as an investor in the prospective purchaserOffering, the Escrow Agent shall promptly refund to such purchaser the amount of Securities subscribed payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing a check on the Bank Account for by such purchaser, and the aggregate dollar amount of such subscription (collectively payment and transmitting it to the "Subscription Information")purchaser.

Deposits to the Bank Account. 3.1 The Underwriter shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, cash or wire transfers. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, as Escrow Agent f\b\o "Pathfinder Business Resources, Inc.for the offering by [the Issuer]." Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Underwriter (together with any Subscription Information, as defined below, or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." The Escrow Agent shall cause Chase Manhattan Chemical Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively collectively, the "Subscription Information"). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payment by prospective purchasers, whether by check, cash or wire transfer, except during the Escrow Agent's regular business hours. 3.5 Only those Escrow Amounts which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent are herein referred to as the "Fund." 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Underwriter.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company“Law Offices of Xxxxxx X. Xxxxxxx, Escrow Agent f\b\o "Pathfinder Business Resourcesf/b/o Exclusive Apparel, Inc." ” Any check payable other than to the Escrow Agent as required hereby shall be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan Washington Mutual Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent's regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter 4.1 At each Closing, each of the Investors and the Selling Agent shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made a check payable to "Continental Stock Transfer & Trust Company, Escrow Agent f\b\o for Perficient, Inc," a wire transfer to an account designated by the Escrow Agent for the benefit of the Issuer or cash in the full amount of the purchase price for the Preferred Shares being purchased by the Purchasers at such Closing (the "Pathfinder Business ResourcesPayments"). Upon the Escrow Agent's receipt of such Payments, Inc." they shall be credited to the Escrow Account. Any check payable other than to the Escrow Agent as required hereby in this Section 4.1 shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Selling Agent (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 4.2 Promptly after receiving subscription monies a Payment as described in Section 3.14.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies Payments so deposited are hereinafter referred to as "Escrow Amounts." The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Investor or the Selling Agent shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount number of Securities Preferred Shares and Warrants subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively collectively, the "Subscription Information"). 4.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 4.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent's regular business hours. 4.5 Escrow Amounts which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent are herein referred to as the "Fund."

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & “Law Offices of Xxxxxx X. Xxxxxxxx, Esq., Ltd., Client Trust Company, Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account f/b/o Amwest Imaging Incorporated”. Any check payable other than to the Escrow Agent as required hereby shall be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan Bank of the West to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Placement Agent shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers, provided, however, that “Cashiers” checks and “Money Orders” must be in amounts greater than $10,000; Cashiers checks or Money Orders in amounts less than $10,000 shall be rejected by the Escrow Agent. Upon the Escrow Agent's ’s receipt of such monies, they same shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, “China Advanced Construction Materials Group Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account.” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Placement Agent (together with any subscription information or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit . 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow AccountAccount or for deposit into the Bank Account checks or wires that are not accompanied by the appropriate subscription information. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Underwriter shall inform Escrow Agent's regular business hours. 3.5 Those Escrow Amounts which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent are herein referred to as the “Fund.” 3.6 If the Offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer and the Placement Agent. 3.7 If prior to the disbursement of the name and address Fund in accordance with Section 4.2 below, the Escrow Agent has received notice from the Issuer that the subscription of a purchaser has been rejected since such purchaser does not qualify as an investor in the prospective purchaserOffering, the Escrow Agent shall promptly refund to such purchaser the amount of Securities subscribed payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing a check on the Bank Account for by such purchaser, and the aggregate dollar amount of such subscription (collectively payment and transmitting it to the "Subscription Information")purchaser.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, checks or wire transfers, provided however that "Cashiers" checks and "Money Orders" must be in amounts greater than $10,000; Cashiers checks or Money Orders in amounts less than $10,000 shall be rejected by the Escrow Agent. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, Escrow Agent f\b\o "Pathfinder Business Resources, Inc." “___________” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Issuer (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name, address, tax identification number and the number of shares/units. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the Offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter shall promptly Prospective purchasers of the Securities may deliver to the Escrow Agent all monies which it receives from prospective purchasers representing the purchase price of the Securities, which monies shall be in the form of checks, cashbank drafts, money orders or wire transfers. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks checks, bank drafts or money orders (referred to as "checks" herein) delivered to the Escrow Agent shall be made payable to "Continental Signature Stock Transfer & Trust Company, Escrow Agent f\b\o "Pathfinder Business ResourcesTransfer, Inc." , as Agent for CanArgo Energy Corporation". Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Company (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." ". The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter prospective purchaser shall inform the Escrow Agent in writing of the name and address of the prospective purchaserits name, address, taxpayer identification number (if any), the amount of Securities subscribed for by such prospective purchaser, and the aggregate dollar amount of such subscription (collectively collectively, the "Subscription Information"). The Escrow Agent shall mark xxx Subscription Information with the date and time it is received by the Escrow Agent. 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent's regular business hours. 3.5 Only those Escrow Amounts which have been deposited in the Bank Account and subscription monies which have been deposited in the Norway Account and which have cleared the banking system and have been collected in such Accounts are herein referred to as the "Fund". 3.6 The Escrow Agent and Orkla Finans shall advise each other daily as to the amount of the Fund held in each of the Norway Account and the Bank Account. The aggregate Fund in both the Norway Account and Bank Account is referred to herein as the "Total Fund."

Deposits to the Bank Account. 3.1 The Underwriter shall promptly deliver to the Escrow Agent all monies in the form of checks or wire transfers which it receives from prospective purchasers of the Securities, Securities by noon of the next business day following receipt where internal supervisory review is conducted at the same location at which subscription documents and monies shall be in the form of checks, cash, or wire transfersare received. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "“Continental Stock Transfer & Trust Company, Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Company AAF Wah Fu Education Group Limited 2018 Escrow”. Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Underwriter (together with any Subscription Information, as defined below, or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name address, tax identification number and the number of shares/units. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund”. 3.6 If the Offering is terminated before the Termination Date, the Escrow Agent shall (upon joint written instructions from the Issuer and the Underwriter indicating that the Offering has been terminated) promptly refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Underwriter.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company“Law Offices of Xxxxxx X. Xxxxxxx, Escrow Agent f\b\o "Pathfinder Business Resources, Inc." f/b/o JB Clothing Corporation” Any check payable other than to the Escrow Agent as required hereby shall be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan Washington Mutual Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & “Law Offices of Xxxxxx X. Xxxxxxxx, Esq., Ltd., Client Trust Account f/b/o American Boarding Company, Escrow Agent f\b\o "Pathfinder Business Resources, Inc." ”. Any check payable other than to the Escrow Agent as required hereby shall be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan Bank of the West to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Placement Agent shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, checks or wire transfers, provided however that "Cashiers" checks and "Money Orders" must be in amounts greater than $10,000; Cashiers checks or Money Orders in amounts less than $10,000 shall be rejected by the Escrow Agent. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer “CST&TImperial Garden & Trust Company, Resort Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account.” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Placement Agent (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Placement Agent (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the “Subscription Information”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name address, tax identification number and the number of shares/units. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent's regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the "Subscription InformationFund"). 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Placement Agent.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Law Offices of Harold P. Gewerter, Esq., Ltd., Client Trust Company, Escrow Agent f\b\o Account f/b/o Introbuzx"Pathfinder Business Resources, Inc." Any check payable . Xxx xxxxx xxxable other than to the Escrow Agent as required hereby shall be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." The Escrow Agent shall cause Chase Manhattan Bank of the West to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "Subscription Information"). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent's regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the "Fund." 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter shall promptly deliver to the Escrow Agent all monies in the form of checks or wire transfers which it receives from prospective purchasers of the Securities, Securities by noon of the next business day following receipt where internal supervisory review is conducted at the same location at which subscription documents and monies shall be in the form of checks, cash, or wire transfersare received. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "“Continental Stock Transfer & Trust Company, Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Company AAF Wah Fu Education Group Limited 2018 Escrow”. Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Underwriter (together with any Subscription Information, as defined below, or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name address, tax identification number and the number of shares/units. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund”. 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Underwriter.

Deposits to the Bank Account. 3.1 The Underwriter Placement Agent shall promptly deliver to the Escrow Agent all monies in the form of checks or wire transfers which it receives from prospective purchasers of the Securities, Securities by noon of the next business day following receipt where internal supervisory review is conducted at the same location at which subscription documents and monies shall be in the form of checks, cash, or wire transfersare received. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, “CST&T Greenpro Capital Corp Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account.” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Placement Agent (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Placement Agent (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name address, tax identification number and the number of shares/units. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund”. 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Placement Agent.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & “Law Offices of Xxxxxx X. Xxxxxxxx, Esq., Ltd., Client Trust CompanyAccount f/b/o Artison Investments, Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Ltd.”. Any check payable other than to the Escrow Agent as required hereby shall be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan Bank of the West to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer “Ray & Trust CompanyAssociates, Escrow Agent f\b\o "Pathfinder Business ResourcesPLLC, Iolta Account (f/b/o Escue Energy, Inc." )”. Any check payable other than to the Escrow Agent as required hereby shall be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan Prosperity Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Placement Agent shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers Investors of the Securities, which monies shall be in the form of checks, cash, checks or wire transfers; provided, however that "Cashiers" checks and "Money Orders" must be in amounts greater than $10,000; Cashiers checks or Money Orders in amounts less than $10,000 shall be rejected by the Escrow Agent. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, “CST&T AAF MusclePharm Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account.” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Placement Agent (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Placement Agent (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaserInvestor, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name address, tax identification number and the number of shares of securities. Wire transfers representing payments by Investors shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by Investors, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the Offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Placement Agent. 3.7 If prior to the disbursement of the Fund in accordance with Section 4.2 below, the Escrow Agent has received notice from the Issuer that the subscription of a purchaser has been rejected since such purchaser does not qualify as an investor in the Offering, the Escrow Agent shall promptly refund to such purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing a check on the Bank Account for the amount of such payment and transmitting it to the Investor.

Deposits to the Bank Account. 3.1 The Underwriter funds tendered in cash by subscribers will be received directly by the Escrow Agent and will be transferred to the Company upon each closing. Each time the Company accepts funds is defined as a “closing.” The Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriter, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not accept or recognize for credit to the Escrow Account, any deposit, including deposits made by bank wire, for which the Escrow Agent has not received the appropriate Subscription Information defined in paragraph 3.2. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, have been deposited into the Bank Account, accompanied by the required subscriber information, cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the Offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer. 3.7 If prior to the disbursement of the Fund in accordance with Section 4.1 below, the Escrow Agent has received notice from the Issuer that the subscription of a purchaser has been rejected since such purchaser does not qualify as an investor in the Offering, the Escrow Agent shall promptly refund to such purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom by the Escrow Agent, by rejecting the received deposits to the originating bank account and transmitting it to the purchaser.

Deposits to the Bank Account. 3.1 The Underwriter shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, other than funds it deposits in the Clearing Firm Account, which monies shall be in the form of checks, cash, checks or wire transfers, provided however that "Cashiers" checks and "Money Orders" must be in amounts greater than $10,000; Cashiers checks or Money Orders in amounts less than $10,000 shall be rejected by the Escrow Agent. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, “CST&T_________________________ Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account.” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Placement Agent (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Placement Agent (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the “Subscription Information”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name address, tax identification number and the number of shares/units. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent's regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the "Subscription InformationFund"). 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Underwriter.

Deposits to the Bank Account. 3.1 The Underwriter shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust CompanyMiami Escrow Services, Inc., as Escrow Agent f\b\o for the offering by the Issuer"Pathfinder Business Resources, Inc." . Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, by noon of or if the next business day Escrow Agent has insufficient information to do so, then to the lssuer (together with any Subscription Information, as defined below or other documents delivered therewith) as soon as practicable following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." The Escrow Agent shall cause Chase Manhattan Bank to process all Escrow Amounts for collection through the banking system". Simultaneously with each deposit to the Escrow AccountAccount or the Issuer, the Underwriter shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, or wire, except during the Escrow Agent's regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the "Subscription InformationFund"). 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter 3.1. Prospective purchasers shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securitiessubscription monies, which monies shall be in the form of checks, cash, checks or wire transfers; “Money Orders” are not acceptable. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company“CST&T AAF RumbleOn, Inc. 2018 Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account.” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriter, by noon of the next business day following receipt of such check by the Escrow AgentAgent to the prospective purchaser, and or if the Escrow Agent has insufficient information to do so, then to the Placement Agents (together with any Subscription Information, as defined below or other documents delivered therewith), such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 3.2. Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Placement Agents shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "“Subscription Information"”). 3.3. The Escrow Agent shall not accept or recognize for credit to the Escrow Account, any deposit, including deposits made by bank wire, for which the Escrow Agent has not received the appropriate Subscription Information defined in paragraph 3.2. 3.4. The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5. Only those Escrow Amounts that have been deposited into the Bank Account, accompanied by the required subscriber information, cleared the banking system and collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6. If the Offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Placement Agents. 3.7. If prior to the disbursement of the Fund in accordance with Section 4.2 below, the Escrow Agent has received notice from the Issuer that the subscription of a prospective purchaser has been rejected since such purchaser does not qualify as an investor in the Offering, the Escrow Agent shall promptly refund to such purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing a check on the Bank Account for the amount of such payment and transmitting it to the purchaser.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, checks or wire transfers, provided however that "Cashiers" checks and "Money Orders" must be in amounts greater than $10,000; Cashiers checks or Money Orders in amounts less than $10,000 shall be rejected by the Escrow Agent. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, CST&T Spongetech Delivery Systems Escrow Agent f\b\o "Pathfinder Business Resources, Inc.Account." Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Issuer (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." ". The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "Subscription Information"). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name address, tax identification number and the number of shares/units. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent's regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the "Fund". 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, Escrow Agent f\b\o "Pathfinder Business Resources“Vufusion, Inc." ” Any check payable other than to the Escrow Agent as required hereby shall be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan Xxxxx Fargo Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Placement Agent shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the SecuritiesUnits, which monies shall be in the form of checks, cash, checks or wire transfers, provided however that “Cashiers” checks and “Money Orders” must be in amounts greater than $10,000; Cashiers checks or Money Orders in amounts less than $10,000 shall be rejected by the Escrow Agent. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, “CST&T AAF GlobalOptions Group Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account.” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Placement Agent (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Placement Agent (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities Units subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name address, tax identification number and the number of shares/units. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the Offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Placement Agent. 3.7 If prior to the disbursement of the Fund in accordance with Section 4.2 below, the Escrow Agent has received notice from the Issuer that the subscription of a purchaser has been rejected, the Escrow Agent shall promptly refund to such purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing a check on the Bank Account for the amount of such payment and transmitting it to the purchaser.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer “Law Offices of Xxxxxx X. Xxxxxxxx, Esq., Ltd., Client Trust Account f/b/o Empire Commercial & Trust Company, Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Industrial Corporation”. Any check payable other than to the Escrow Agent as required hereby shall be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan Bank of the West to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Placement Agent shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, checks or wire transfers. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental American Stock Transfer & Trust CompanyCompany - XStream Beverage Network, Inc. Escrow Agent f\b\o "Pathfinder Business Resources, Inc.Account." Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Placement Agent (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." ". The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Placement Agent (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "Subscription InformationSUBSCRIPTION INFORMATION"). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent's regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the "Fund." 3.6 If at any time prior to the close of regular banking hours on the Termination Date, the Fund equals or exceeds the Minimum Offering Amount (as defined below), the Escrow Agent shall thereafter promptly give written notice to the Issuer, the Placement Agent, Cogent Capital Corp. ("COGENT") and Investors Bank & Trust Company ("IBTC") confirming that the Fund is at least equal to the Minimum Offering Amount; provided that such notice shall be given to each of Cogent and IBTC at the following addresses: Cogent Capital Corp., Attn: Greg Kofford, 11444 South 1780 East, Sandy, UT 84092; Investors Bank & Xxxxx Xxxpaxx, Xxxx: Xxxxxxxxxxx Xxxxxxx, 000 Xxxrendon Street, Boston, MA 02116.. The dixxxxxxxxxx xx xxx Xunx xxxxxxxx xx Xxxxxxx 0.0 xxxxx xxxxx be subject to the condition that the Fund equal or exceed the Minimum Offering Amount (the "FUNDING CONDITION"). 3.7 If the Offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Placement Agent.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, checks or wire transfers, provided however that “Cashiers” checks and “Money Orders” must be in amounts greater than $10,000; Cashiers checks or Money Orders in amounts less than $10,000 shall be rejected by the Escrow Agent. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent Account shall be made payable to "Continental Stock Transfer & Trust Company“Xxxxxxxx Motors USA, Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Any check payable other than Inc. in Escrow”. The Issuer will also be accepting monies via credit card payment. Such payments will be automatically credited to the Escrow Agent as required hereby shall be returned Account through the credit card transaction and reconciled to the Underwriter, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreementapplicable subscription agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name, address, tax identification number and the number of shares/units. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund” or “Funds.” 3.6 If the Offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 Subscription Funds from Investors shall be delivered to the Escrow Agent by wire transfer in accordance with the wire transfer instructions set forth on the Information Sheet. The Underwriter Investor Agent and the Company shall promptly deliver to the Escrow Agent all monies any Subscription Funds which it receives they may receive from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfersan Investor. Upon the Escrow Agent's ’s receipt of such moniesSubscription Funds, they shall be credited to the Escrow Account. All checks delivered to If the Investor Agent rejects the subscription of any Investor, the Investor Agent shall notify the Escrow Agent of such rejection, and the Escrow Agent shall be promptly refund to such prospective Investor the amount of payments received from such Investor which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing a check on the Escrow Account for the amount of such payments made payable to "Continental Stock Transfer & Trust Company, Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Any the Investor and delivering the check payable other than to the Escrow Investor Agent as required hereby shall be returned for delivery to the Underwriter, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this AgreementInvestor. 3.2 Promptly after receiving subscription monies Subscription Funds as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Escrow Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit . 3.3 The Escrow Agent shall not be required to accept in the Escrow Account, Account any amounts representing payments by Investors except during the Underwriter shall inform Escrow Agent’s regular business hours. 3.4 Only those Escrow Amounts which have been deposited in the Escrow Account and which have cleared the banking system and have been collected by the Escrow Agent in writing are herein referred to as the “Fund.” 3.5 If the Escrow Agent receives a written notice signed by the Company and the Investor Agent stating that the Offering has been terminated prior to the Termination Date, the Escrow Agent shall refund any portion of the name Fund that has not been disbursed in accordance with Article 4 hereof to the Investors as provided in Section 4.1. 3.6 The parties acknowledge and address understand that amounts in the Fund in excess of $100,000 will not be insured by the Federal Deposit Insurance Corporation. The Company and the Investor Agent have advised all Investors of the prospective purchaserforegoing. 3.7 In no event shall the Escrow Agent be required to receive, retain or otherwise handle subscription documents or other information relating to the amount of Securities subscribed for Offering and any such information shall be returned to the Investor Agent promptly upon receipt by such purchaser, and the aggregate dollar amount of such subscription (collectively the "Subscription Information")Escrow Agent.

Deposits to the Bank Account. 3.1 The Underwriter shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, checks or wire transfers, provided however that “Cashiers” checks and “Money Orders” must be in amounts greater than $10,000; Cashiers checks or Money Orders in amounts less than $10,000 shall be rejected by the Escrow Agent. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, “CST&T Hailiang Education Group Inc. Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account.” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Placement Agent (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Placement Agent (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name address, tax identification number and the number of shares/units. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund”. 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Underwriter.

Deposits to the Bank Account. 3.1 The Underwriter Placement Agent shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, checks or wire transfers, "Money Orders" are not acceptable. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, “CST&T AAF NeoVolta Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account.” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriter, by noon of the next business day following receipt of such check by the Escrow AgentAgent to the prospective purchaser, and or if the Escrow Agent has insufficient information to do so, then to the Placement Agent (together with any Subscription Information, as defined below or other documents delivered therewith), such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Placement Agent (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not accept or recognize for credit to the Escrow Account, any deposit, including deposits made by bank wire, for which the Escrow Agent has not received the appropriate Subscription Information defined in paragraph 3.2. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, have been deposited into the Bank Account, accompanied by the required subscriber information, cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the Offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Placement Agent. 3.7 If prior to the disbursement of the Fund in accordance with Section 4.2 below, the Escrow Agent has received notice from the Issuer that the subscription of a purchaser has been rejected since such purchaser does not qualify as an investor in the Offering, the Escrow Agent shall promptly refund to such purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing a check on the Bank Account for the amount of such payment and transmitting it to the purchaser.

Deposits to the Bank Account. 3.1 3.1. The Underwriter shall promptly deliver to the Escrow Agent all monies in the form of checks or wire transfers which it receives from prospective purchasers of the Securities, Securities by noon of the next business day following receipt where internal supervisory review is conducted at the same location at which subscription documents and monies shall be in the form of checks, cash, or wire transfersare received. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "“Continental Stock Transfer & Trust Company, Company China Eco-Materials Group Co. Limited Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account”. Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Underwriter (together with any Subscription Information, as defined below, or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 3.2. Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "“Subscription Information"”). 3.3. The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name address, tax identification number and the number of shares. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4. The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5. Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund”. 3.6. If the Offering is terminated before the Termination Date, the Escrow Agent shall (upon joint written instructions from the Issuer and the Underwriter indicating that the Offering has been terminated) promptly refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Underwriter.

Deposits to the Bank Account. 3.1 The Underwriter and all Selected Dealers shall promptly deliver to the Escrow Agent by noon of the next business day, as agent or trustee for investors, all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cashdrafts, money orders or wire transferstransfers which they receive from prospective purchasers of the Securities in their respective broker-dealer accounts. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, “CST&T E-Home Household Service Holdings Limited Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account.” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Underwriter (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchasersubscriber, the amount number of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription and whether the subscription was in the form of a check, draft, money order or wire transfer and acceptance of the purchaser as an investor (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name address, tax identification number and the number of shares. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund”. 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Underwriter.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & “Law Offices of Xxxxxx X. Xxxxxxxx, Esq., Ltd., Client Trust Company, Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account f/b/o Tomichi Creek Outfitters”. Any check payable other than to the Escrow Agent as required hereby shall be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan Xxxxx Fargo Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 3.1. The Underwriter Issuer and/or a participating broker-dealer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer CONTINENTAL STOCK TRANSFER & Trust CompanyTRUST COMPANY AS ESCROW AGENT-AMERICAN FAMILY COOKIES, Escrow Agent f\b\o "Pathfinder Business Resources, Inc.INC." Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Issuers (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 3.2. Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." The Escrow Agent shall cause Chase Manhattan Bank Bank. to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively collectively, the "Subscription Information"), 3.3. The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfer and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments, 3.4. The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent's regular business hours. 3.5. Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the "Fund." 3.6. If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion off the Fund prior to disbursement of the Fund in accordance with Article 4 hereof, upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Placement Agent shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, by noon of the next business day following receipt of the Minimum contingency has been met, which monies shall be in the form of checks, cash, checks or wire transfers, provided however that "Cashiers" checks and "Money Orders" must be in amounts greater than $10,000; Cashiers checks or Money Orders in amounts less than $10,000 shall be rejected by the Escrow Agent. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer “CST&T Imperial Garden & Trust Company, Resort Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account.” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Placement Agent (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Placement Agent (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the “Subscription Information”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name address, tax identification number and the number of shares/units. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent's regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the "Subscription InformationFund"). 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Placement Agent.

Deposits to the Bank Account. 3.1 The Underwriter shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, Escrow Agent f\b\o "Pathfinder Business ResourcesNolbo, Inc." Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriter, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." The Escrow Agent shall cause Chase Manhattan Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "Subscription Information").

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, ,' or wire transfers. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, as Escrow Agent f\b\o "Pathfinder Business for Alpha Resources, Inc." Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Issuer together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." ". The Escrow Agent shall cause Chase Manhattan Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of of. the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively collectively, the "Subscription Information"). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent's regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the "Fund". 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Placement Agent and the Company shall promptly instruct prospective purchasers to deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, checks or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "“Continental Stock Transfer & Trust Company, Escrow Co. as Agent f\b\o "Pathfinder Business Resources, for Ominto Inc." ” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Placement Agent (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Placement Agent (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name address, tax identification number and the number of shares/units. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund”. 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Placement Agent.

Deposits to the Bank Account. 3.1 The Underwriter shall promptly Prospective purchasers of the Securities may deliver to the Escrow Agent all monies which it receives from prospective purchasers representing the purchase price of the Securities, which monies shall be in the form of checks, cashbank drafts, money orders or wire transfers. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks checks, bank drafts or money orders (referred to as "checks" herein) delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, Escrow as Agent f\b\o for CanArgo Energy Corporation"Pathfinder Business Resources, Inc." . Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Company (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." ". The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter prospective purchaser shall inform the Escrow Agent in writing of the name and address of the prospective purchaserits name, address, taxpayer identification number (if any), the amount of Securities subscribed for by such prospective purchaser, and the aggregate dollar amount of such subscription (collectively collectively, the "Subscription Information"). The Escrow Agent shall mark xxx Subscription Information with the date and time it is received by the Escrow Agent. 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent's regular business hours. 3.5 Only those Escrow Amounts which have been deposited in the Bank Account and subscription monies which have been deposited in the Norway Account or the Texas Account and which have cleared the banking system and have been collected in such Accounts are herein referred to as the "Fund". 3.6 The Escrow Agent shall advise Orkla Finans and SST daily as to the amount of the Fund held in the Bank Account and Orkla Finans and SST shall advise Escrow Agent daily as to the amount held in the Norway Account and Texas Account, respectively. The aggregate Fund in the Norway Account, Texas Account and Bank Account is referred to herein as the "Total Fund."

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company“Law Offices of Xxxxxx X. Xxxxxxx, Escrow Agent f\b\o "Pathfinder Business Resourcesf/b/o Promotions On Wheels Holdings, Inc." ” Any check payable other than to the Escrow Agent as required hereby shall be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan Washington Mutual Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, ,' or wire transfers. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "" Continental Stock Transfer & Trust Company, as Escrow Agent f\b\o "Pathfinder Business Resourcesfor Spongetech Delivery Systems, Inc." Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information (defined as lack of the prospective purchaser's address) to do so, then to the Issuer together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." ". The Escrow Agent shall cause Chase Manhattan ________ Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of of. the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively collectively, the "Subscription Information"). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent's regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the "Fund". 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company“Law Offices of Jxxxxx X. Xxxxxxx, Escrow Agent f\b\o "Pathfinder Business Resourcesf/b/o eJobResource, Inc." ” Any check payable other than to the Escrow Agent as required hereby shall be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan Washington Mutual Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Placement Agents shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the SecuritiesUnits, which monies shall be in the form of checks, cash, checks or wire transfers, provided however that “Cashiers” checks and “Money Orders” must be in amounts greater than $10,000; Cashiers checks or Money Orders in amounts less than $10,000 shall be rejected by the Escrow Agent. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable substantially as follows to "Continental Stock Transfer & Trust Company, Escrow Agent f\b\o "Pathfinder Business Resources“AST&T AAF PolyMedix, Inc." ” Any check payable other than to the Escrow Agent as required hereby shall be at the sole discretion of the Escrow Agent after notification to the Issuer and Placement Agent either accepted for deposit into the Escrow Account or returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Placement Agents (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Placement Agents shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities Units subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name address, tax identification number and the number of Units. 3.4 Amounts representing payments by prospective purchasers, whether by check or wire, except amounts received after the Escrow Agent’s regular business hours, shall be accepted by the Escrow Agent in the Escrow Account on the next business day. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein collectively referred to as the “Funds.” 3.6 If the Offering is terminated without any Funds accepted by the Issuer, the Escrow Agent shall refund all Funds directly to subscribers without interest or deduction therefrom.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company“Law Offices of Xxxxxx X. Xxxxxxxx, Esq., Ltd., Escrow Agent f\b\o "Pathfinder Business Resources, Inc." f/b/o Zion Nevada Corporation” Any check payable other than to the Escrow Agent as required hereby shall be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan Bank of the West to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriter, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies in the form of check, cash or wire transfer ("Subscription Funds") from any Subscriber who has submitted a subscription (a "Subscription"), the Escrow Agent shall determine whether the Subscription is a Valid Subscription. The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by a Valid Subscription. Wire transfers and cash representing Subscription Funds shall not be deemed deposited in the Escrow Account until the Escrow Agent has received Valid Subscriptions with respect to such payments. A Subscription shall be deemed a "Valid Subscription" only if: (a) the Subscription Funds are accompanied by a Subscription Agreement in the form of Exhibit B hereto which contains (i) the name, address and social security (or taxpayer ID) number of the Subscriber, (ii) the number of the Shares subscribed for by the Subscriber, (iii) the aggregate dollar amount of such Subscription (which shall be $10.00 multiplied by the number of Shares subscribed for by the Subscriber (the "Subscription Amount")), and (iv) the Subscriber's signature, (b) the Subscription Funds accompanying such Subscription are in the exact amount of the Subscription Amount, and (c) the state listed in the Subscription Agreement as described in Section 3.1part of the Subscriber's address shall be one of the states listed on Exhibit C hereto (which list may be modified from time to time by the Issuer through notice to the Subscriber), and (d) if the Subscription Funds are represented by a check, the check is payable to "National City Bank of Kentucky, Escrow Agent for Tumbleweed, Inc." If the Escrow Agent is unable to determine whether the Subscription is a Valid Subscription, the Escrow Agent shall forward the Subscription Agreement to the Issuer who shall make such determination, which determination by the Issuer shall be conclusive for purposes of this Agreement. If the Subscription for any Subscriber is not a Valid Subscription, the Escrow Agent shall deliver the Subscription Agreement to the Issuer. If the Escrow Agent has not received a Valid Subscription for such Subscriber within 15 days of such delivery (or such sooner date that is specified by the Issuer), then the Escrow Agent shall return to such Subscriber all Subscription Funds (or if the Subscription Funds are represented by a check, such check) received from such Subscriber. 3.2 With respect to each Valid Subscription, the Escrow Agent shall deposit the same related Subscription Funds into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." The Escrow Agent shall cause Chase Manhattan Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each Promptly following the deposit to of Subscription Funds in the Escrow Bank Account, the Underwriter shall inform the Escrow Agent in writing of shall forward the name original Subscription Agreement relating thereto to the Issuer and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "Subscription Information")retain a copy thereof.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company“Law Offices of Xxxxxx X. Xxxxxxx, Escrow Agent f\b\o "Pathfinder Business Resourcesf/b/x Xxxxx Publications, Inc." ” Any check payable other than to the Escrow Agent as required hereby shall be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan Washington Mutual Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, ,' or wire transfers. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust CompanyFirst Community Bank of America, as Escrow Agent f\b\o "Pathfinder Business Resourcesfor Vertical Health Solutions, Inc." Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information (defined as lack of the prospective purchaser's address) to do so, then to the Issuer together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." ". The Escrow Agent shall cause Chase Manhattan Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of of. the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively collectively, the "Subscription Information"). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent's regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the "Fund". 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & “Xxxxxx X. Xxxxxxxx, Esq., Ltd., Client Trust CompanyAccount f/b/o TV Productos Pro Co., Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Ltd”. Any check payable other than to the Escrow Agent as required hereby shall be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan Xxxxx Fargo Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter shall promptly deliver to the Escrow Agent all monies in the form of checks or wire transfers which it receives from prospective purchasers of the Securities, Securities by noon of the next business day following receipt where internal supervisory review is conducted at the same location at which subscription documents and monies shall be in the form of checks, cash, or wire transfersare received. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, “Baikang Biological Group Holdings Limited Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account.” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Underwriter (together with any Subscription Information, as defined below, or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name address, tax identification number and the number of shares/units. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund”. 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Underwriter.

Deposits to the Bank Account. 3.1 The Underwriter shall promptly deliver to the Escrow Agent all monies in the form of checks or wire transfers which it receives from prospective purchasers of the Securities, Securities by the end of the next business day following receipt where internal supervisory review is conducted at the same location at which subscription documents and monies shall be in the form of checks, cash, or wire transfersare received. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company“CST&T Puhui Wealth Investment Management Co., Ltd. Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account.” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Underwriter (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription and acceptance of the purchaser as an investor (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name, address, tax identification number and the number of shares. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund”. 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Underwriter.

Deposits to the Bank Account. 3.1 The Underwriter shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust CompanyMiami Escrow Services, Inc., as Escrow Agent f\b\o for the offering by the Issuer"Pathfinder Business Resources, Inc." . Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, by noon of or if the next business day Escrow Agent has insufficient information to do so, then to the lssuer (together with any Subscription Information, as defined below or other documents delivered therewith) as soon as practicable following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." The Escrow Agent shall cause Chase Manhattan Bank to process all Escrow Amounts for collection through the banking system". Simultaneously with each deposit to the Escrow AccountAccount or the Issuer, the Underwriter shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively collectively, the "Subscription Information"). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, or wire, except during the Escrow Agent's regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the "Fund". 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Placement Agent shall promptly deliver instruct prospective purchasers to deliverto the Escrow Agent all monies which it receives from prospective purchasers of the Securitiesmonies, which monies shall be in the form of checkswire transfers only, cash, or wire transfersto the account specified on the Information Sheet. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriter, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." ". The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Placement Agent (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively collectively, the "Subscription Information"). 3.3 Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers except during the Escrow Agent's regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the "Fund". 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon joint instructions in writing signed by both the Issuer and the Placement Agent.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company“Law Offices of Xxxxxx X. Xxxxxxx, Escrow Agent f\b\o "Pathfinder Business Resourcesf/b/o Cab-Tive Advertising, Inc." ” Any check payable other than to the Escrow Agent as required hereby shall be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan Washington Mutual Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Placement Agent shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, checks or wire transfers, provided however that "Cashiers" checks and "Money Orders" must be in amounts greater than $10,000; Cashiers checks or Money Orders in amounts less than $10,000 shall be rejected by the Escrow Agent. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust CompanyCST&T New Leaf Brands, Inc. Escrow Agent f\b\o "Pathfinder Business Resources, Inc.Account." Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Placement Agent (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." ". The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Placement Agent (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "Subscription Information"). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name address, tax identification number and the number of shares/units. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent's regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the "Fund." 3.6 If the Offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Placement Agent. 3.7 If prior to the disbursement of the Fund in accordance with Section 4.2 below, the Escrow Agent has received notice from the Issuer that the subscription of a purchaser has been rejected since such purchaser does not qualify as an investor in the Offering, the Escrow Agent shall promptly refund to such purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing a check on the Bank Account for the amount of such payment and transmitting it to the purchaser.

Deposits to the Bank Account. 3.1 The Underwriter Placement Agent shall promptly deliver to the Escrow Agent all monies in the form of checks or wire transfers which it receives from prospective purchasers of the Securities, Securities by the end of the next business day following receipt where internal supervisory review is conducted at the same location at which subscription documents and monies shall be in the form of checks, cash, or wire transfersare received. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, “___________________ Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account.” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Placement Agent (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Placement Agent (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name address, tax identification number and the number of shares/units. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund”. 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Placement Agent.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company“Law Offices of Xxxxxx X. Xxxxxxx, Escrow Agent f\b\o "Pathfinder f/b/o Spartan Business Resources, Inc." Services Corporation” Any check payable other than to the Escrow Agent as required hereby shall be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan Washington Mutual Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Placement Agent shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of wire transfers or checks, cash, or wire transfers. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer Xxxxxx Xxxx & Trust Company, Priest LLP as Escrow Agent f\b\o "Pathfinder Business Resources, Inc.Account." Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Placement Agent (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." The Escrow Agent shall cause Chase Manhattan Bank to process all Escrow Amounts for collection through the banking systemESCROW AMOUNTS". Simultaneously with each deposit to the Escrow Account, the Underwriter Placement Agent (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively collectively, the "Subscription InformationSUBSCRIPTION INFORMATION"). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name address and tax identification number. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent's regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the "FUND." 3.6 If the Offering is terminated before the Termination Date, as defined below, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Placement Agent. The parties hereto acknowledge and agree that the Offering will not be effected until a binding securities purchase agreement with respect to such Offering is duly executed and delivered by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Company and the QIU shall promptly deliver to the Escrow Agent all monies which it receives they receive from prospective purchasers of the SecuritiesShares, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, Escrow Agent f\b\o "Pathfinder Business Resources, Inc.CST&T AAF Emerging Growth Acquisition Corporation I." Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Company or the QIU (together with any Subscription Information, as such term is defined below, or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement; provided, however, that any check delivered to the Escrow Agent which is made payable to "Emerging Growth Acquisition Corporation I" or the like and endorsed by the Escrow Agent "for deposit only" into the Bank Account and so deposited into the Bank Account, shall be considered Escrow Amounts (as defined below) for the purposes of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.13.1 hereof, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." The Escrow Agent shall cause Chase Manhattan Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Company or the QIU shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the social security or taxpayer identification number of the prospective purchaser, the amount of Securities Shares subscribed for by such the prospective purchaser, and the aggregate dollar amount of such subscription (collectively collectively, the "Subscription Information"), which shall be retained by the Escrow Agent as set forth herein.

Deposits to the Bank Account. 3.1 The Underwriter Each prospective purchaser of the Securities shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers representing the purchase price of the Securities, which monies shall be in the form of checks, cash, checks or wire transfers. Upon the Escrow Agent's receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Signature Stock Transfer & Trust Company, Escrow Agent f\b\o "Pathfinder Business ResourcesTransfer, Inc." , as Agent for CanArgo Energy Corporation". Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Company (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of the this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." ". The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter prospective purchaser shall inform the Escrow Agent in writing of the name and address of the prospective purchaserits name, address, taxpayer identification number (if any), the amount of Securities subscribed for by such prospective purchaser, and the aggregate dollar amount of such subscription (collectively collectively, the "Subscription Information"). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent's regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the "Fund". 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund remaining upon termination after disbursement of the Fund in accordance with instructions delivered by the Issuer to the Escrow Agent in accordance with Article 4 hereof.

Deposits to the Bank Account. 3.1 4.1 The Underwriter Issuer shall promptly direct the prospective subscribers of the Purchased Securities to deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transferstransfers to be accompanied by a an executed Subscription Agreement. Upon the Escrow Agent's ’s receipt of such monies, they same shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer “Xxxxxxx & Yam, LLP-Attorney Trust Company, Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account” and referencing “TK Star” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriter, prospective subscriber (together with any subscription information or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 4.2 Promptly after receiving subscription monies as described in Section 3.14.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit . 4.3 The Escrow Agent shall not be required to accept for credit to the Escrow AccountAccount or for deposit into the Bank Account checks or wires that are not accompanied by an executed Subscription Agreement. 4.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective subscribers, whether by check or wire, except during the Underwriter shall inform Escrow Agent’s regular business hours. 4.5 Those Escrow Amounts which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent are herein referred to as the “Fund.” 4.6 If the Offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 5 hereof upon instructions in writing signed by the Issuer and Subscribers Representative. 4.7 If prior to the disbursement of the name and address Fund in accordance with Section 5.2 below, the Escrow Agent has received notice from the Issuer that the subscription of a subscriber has been rejected since such subscriber does not qualify as an investor in the prospective purchaserOffering, the Escrow Agent shall promptly refund to such subscriber the amount of Securities subscribed payment received from such subscriber which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing a check on the Bank Account for by such purchaser, and the aggregate dollar amount of such subscription (collectively payment and transmitting it to the "Subscription Information")subscriber.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & “Law Offices of Xxxxxx X. Xxxxxxxx, Esq., Ltd., Client Trust Company, Escrow Agent f\b\o "Pathfinder Business ResourcesAccount f/b/o Boomers, Inc." ”. Any check payable other than to the Escrow Agent as required hereby shall be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan Xxxxx Fargo Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company“Law Offices of Xxxxxx X. Xxxxxxxx, Esq., Ltd., Escrow Agent f\b\o "Pathfinder Business Resources, Inc." f/b/o Amwest Imaging Incorporated” Any check payable other than to the Escrow Agent as required hereby shall be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan Washington Mutual Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's receipt of purchase price monies from the Investors, which shall be in the form of wire transfers, such monies, they monies shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriter, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "Escrow Amounts." ". The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter The Issuer shall inform the Escrow Agent in writing of the name name, address, and address the tax identification number of the prospective purchasereach Investor, the amount of Securities subscribed for by such purchaserInvestor, and the aggregate dollar amount of such subscription (collectively collectively, the "Subscription Purchase Information"). 3.3 The Escrow Agent shall not accept or recognize for credit to the Escrow Account, any deposit, including deposits made by bank wire, for which the Escrow Agent has not received the appropriate Purchase Information defined in paragraph 3.2. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by Investors, except during the Escrow Agent's regular business hours. 3.5 Only those Escrow Amounts (a) that have been deposited into the Bank Account, (b) for which the required Purchase Information has been received and (c) that have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the "Fund." 3.6 If the Offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Placement Agent. 3.7 If prior to the disbursement of the Fund in accordance with Section 4.2 below, the Escrow Agent has received notice from the Issuer that the purchase by a prospective Investor has been rejected since such prospective Investor does not qualify as an Investor in the Offering, the Escrow Agent shall promptly refund to such prospective Investor the amount of payment received from such prospective Investor which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom by the Escrow Agent, by wiring the amount of such payment to an account designated in writing by the prospective Investor.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, checks or wire transfers, provided, however, that “Cashiers” checks and “Money Orders” must be in amounts greater than $10,000. Cashiers checks or Money Orders in amounts less than $10,000 shall be rejected by the Escrow Agent. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, Escrow Agent f\b\o "Pathfinder Business Resources“Wizard World, Inc." ” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Issuer (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name, address, tax identification number and the number of shares subscribed for. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the Offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & “Law Offices of Xxxxxx X. Xxxxxxx, Esq., Client Trust Company, Escrow Agent f\b\o "Pathfinder Business Resources, Inc." Account f/b/o PC Mobile Media Corp.”. Any check payable other than to the Escrow Agent as required hereby shall be returned to the UnderwriterIssuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ” The Escrow Agent shall cause Chase Manhattan Bank of America to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "“Subscription Information"”). 3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information. Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

Deposits to the Bank Account. 3.1 The Underwriter Platforms shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, checks or wire transfers, provided however that "Cashiers" checks and "Money Orders" must be in amounts greater than $10,000; Cashiers checks or Money Orders in amounts less than $10,000 shall be rejected by the Escrow Agent. Upon the Escrow Agent's ’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Continental Stock Transfer & Trust Company, Escrow Agent f\b\o "Pathfinder Business Resources, “Medivie USA Inc." ” Any check payable other than to the Escrow Agent as required hereby shall be returned to the Underwriterprospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Platforms (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as "“Escrow Amounts." ”. The Escrow Agent shall cause Chase Manhattan the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter shall inform Upon request of the Escrow Agent the Issuer shall provide in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaserpurchase, and the aggregate dollar amount of such subscription (collectively collectively, the "“Subscription Information"”). 3.3 If the foregoing Subscription Information is not provided the Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks or wire transfers representing payments by prospective purchasers until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours. 3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.” 3.6 If the Offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.