Common use of Disposition and Termination Clause in Contracts

Disposition and Termination. (a) Subject to Rule 10b-9 (17 CFR 240) of the Securities and Exchange Act of 1934, as amended, if after a Subscriber’s funds have been deposited into the Escrow Account and the Co-Issuers notify the Escrow Agent in writing that it has rejected such subscription, the Company and Placement Agent shall provide to the Escrow Agent any information necessary to return such Subscriber’s funds to the Subscriber. Upon receipt of any such necessary information the Escrow Agent shall promptly return such funds to the applicable Subscriber. After a minimum of $[●] has been deposited into the Escrow Account (“Minimum Offering”), the Escrow Agent shall periodically transfer to the Sponsor Escrowed Funds pursuant to standing written instructions from both the Issuer and the Placement Agent as agreed among the Co-Issuers, the Placement Agent and the Escrow Agent from time to time. The Escrow agent will not transfer funds to the Sponsor until the Minimum Offering has been met. Prior to the disbursement of the Escrowed Funds to the Sponsor in accordance with the Offering, the Sponsor will not be entitled to any principal funds received into the Escrow Account. If the Co-Issuers and Placement Agent do not raise $3,580,000 by _______, 2023 (the “Escrow Termination Date”), the Offering will be terminated, and the Escrow Agent will promptly return all amounts in the Escrow Account to the Subscribers and close the Escrow Account and the Co-Issuers will release all Subscribers from their commitments. (b) Notwithstanding anything to the contrary in this Agreement, if the Escrow Agent receives joint written instructions from Co-Issuers and Placement Agent, or their respective successors or assigns, as to the disbursement of the Fund, the Escrow Agent shall disburse the Escrow Fund pursuant to such joint written instructions. The Escrow Agent shall have no obligation to follow any directions set forth in any joint written instructions unless and until the Escrow Agent is satisfied, in its sole discretion, that the persons executing said joint written instructions are authorized to do so. (c) Notwithstanding anything to the contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance in the Fund, the Escrow Agent shall release the balance in the Fund and shall have no liability or responsibility to the Co-Issuers for any deficiency. (d) Upon delivery of any and all remaining balance in the Fund by the Escrow Agent, this Agreement shall terminate, subject to the provisions of Section 8.

Disposition and Termination. (a) Subject Amounts in the Expenses Escrow Fund shall be released to Rule 10b-9 (17 CFR 240) the Stockholders’ Representative in accordance with the terms and conditions of the Securities Merger Agreement at such times and Exchange Act of 1934, to such persons or entities as amended, if after a Subscriber’s funds have been deposited into are designated from time to time by the Stockholders’ Representative in writing to the Escrow Account Agent. (b) Within three (3) Business Days after the final determination of the Merger Consideration Adjustment in accordance with the Merger Agreement, the Parent and the Co-Issuers notify the Escrow Agent in writing that it has rejected such subscription, the Company and Placement Agent Stockholders’ Representative shall provide submit a joint written instruction to the Escrow Agent any information necessary to return such Subscriber’s funds with respect to the Subscriber. Upon receipt of any such necessary information NWC Escrow Fund, and the Escrow Agent shall promptly return such funds to promptly, but in any event within three (3) Business Days after the applicable Subscriber. After a minimum of $[●] has been deposited into joint written instruction is received by the Escrow Account (“Minimum Offering”)Agent, disburse the NWC Escrow Agent shall periodically transfer to the Sponsor Escrowed Funds pursuant to standing written instructions from both the Issuer and the Placement Agent as agreed among the Co-Issuers, the Placement Agent and the Escrow Agent from time to time. The Escrow agent will not transfer funds to the Sponsor until the Minimum Offering has been met. Prior to the disbursement of the Escrowed Funds to the Sponsor Fund in accordance with such joint written instruction. (c) As soon as practicable (but no later than three (3) Business Days) after the Offering, date that twelve (12) months following the Sponsor will not be entitled to any principal funds received into the Escrow Account. If the Co-Issuers and Placement Agent do not raise $3,580,000 by _______, 2023 date of this Agreement (the “Escrow Termination Date”), the Offering will be terminated, and Escrow Agent shall release to the Stockholders’ Representative all remaining amounts of the Indemnity Escrow Fund less any Reserved Portion (as defined herein) as provided in a joint written instruction to the Escrow Agent will promptly return all amounts from the Parties. Any Reserved Portion shall continue to be held in escrow under this Agreement by the Escrow Account Agent until the claims contained in any Claim Notice(s) described in Section 4(d) below become resolved, even if such claims have not been finally resolved prior to the Subscribers and close Escrow Termination Date. After the Escrow Account and Termination Date, the Co-Issuers will Escrow Agent shall only release all Subscribers or any amount of the Reserved Portion to Parent or Stockholders’ Representative from their commitmentsthe Indemnity Escrow Fund pursuant to a written instruction delivered in accordance with Section 4(h) hereof. (bd) Notwithstanding anything in this Agreement to the contrary, if on or before the Escrow Termination Date, the Escrow Agent has received from the Parent a notice (a “Claim Notice”) specifying in reasonable detail the nature and basis for a claim for indemnification or demand for payment pursuant to the Merger Agreement and the amount of the claim, or if such amount is unknown, Parent’s good faith reasonable estimate of the amount of such claim (the “Claimed Amount”), then the Escrow Agent shall continue to keep in escrow an amount equal to the Claimed Amount set forth in such Claim Notice(s) of the Indemnity Escrow Fund (the “Reserved Portion”) until such Claimed Amount is resolved as provided herein. For the avoidance of doubt, the preceding sentence shall survive the Escrow Termination Date. In any Claim Notice, Parent shall, in reasonable detail to the extent possible, cite the nature of the claim, the section(s) of the Merger Agreement supporting its claim, and facts and circumstances supporting its claim. (e) At the time of delivery of any Claim Notice to the Escrow Agent, a duplicate copy of such Claim Notice shall be delivered by the Parent to the Stockholders’ Representative in accordance with the notice provisions contained in the Merger Agreement. (f) Unless the Stockholders’ Representative delivers to the Escrow Agent a notice objecting in good faith to the creation of the Reserved Portion (or any amount thereof), or the claim contained in the Claim Notice (the “Contest Notice”) within thirty (30) calendar days of the Stockholders’ Representative receiving the relevant Claim Notice pursuant to Section 4(e) hereof, the Escrow Agent shall, without further instructions, promptly liquidate that portion of the Indemnity Escrow Fund equal to the Claimed Amount as set forth in such Claim Notice and deliver such amount to the Parent. The Escrow Agent shall continue to hold in escrow any contested Claimed Amount until release is otherwise authorized pursuant to Section 4(g) hereof. If any Contest Notice includes an objection to only a portion of a Claimed Amount, the Escrow Agent shall promptly release to the Purcahse an amount from the Indemnity Escrow Fund equal to the portion of the Claimed Amount in relation to which there is no objection. (g) In the event that the Stockholders’ Representative shall deliver a Contest Notice in accordance with Section 4(f) hereof, the Stockholders’ Representative and the Parent shall resolve such dispute in accordance with the terms of the Merger Agreement. The Escrow Agent shall make payment with respect to any Claimed Amount subject to such Contest Notice only in accordance with: (i) any joint written instructions executed by both the Stockholders’ Representative and the Parent; or (ii) a joint written notification from the Parent and the Stockholders’ Representative of a final decision, order, judgment or decree of a court of competent jurisdiction or an arbitrator, which notification shall attach a copy of such final decision, order, judgment or decree (a “Final Order”). The Escrow Agent shall be entitled to rely on any such joint written instructions or Final Order and upon receipt thereof shall promptly liquidate and distribute that portion of the remaining the Indemnity Escrow Fund as instructed in such joint written instructions or Final Order. (h) Notwithstanding anything to the contrary in this Agreement, if the Escrow Agent receives joint written instructions from Co-Issuers the Stockholders’ Representative and Placement Agentthe Parent, or their respective successors or assigns, as to the disbursement of all or any part of the NWC Escrow Fund or the Indemnity Escrow Fund, the Escrow Agent shall disburse the applicable amount of the NWC Escrow Fund or the Indemnity Escrow Fund, as applicable, pursuant to such joint written instructions. The Escrow Agent shall have no obligation to follow any directions set forth in any joint written instructions unless and until the Escrow Agent is satisfied, in its sole discretion, that the persons executing said joint written instructions are authorized to do so. (ci) Notwithstanding anything to the contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance in the applicable Fund, the Escrow Agent shall release the balance in the respective Fund and shall have no liability or responsibility to the Co-Issuers Parties for any deficiency, absent the gross negligence, bad faith or wiful misconduct of the Escrow Agent as set forth in Section 5(b). (dj) Upon delivery of any and all remaining balance balances in the Fund Funds by the Escrow Agent, this Agreement shall terminate, subject to the provisions of Section 8.

Disposition and Termination. (a) Subject to Rule 10b-9 As soon as practicable (17 CFR 240but no later than five (5) Business Days) after the date that is twenty-four (24) months following the date of the Securities and Exchange Act of 1934, as amended, if after a Subscriber’s funds have been deposited into the Escrow Account and the Co-Issuers notify the Escrow Agent in writing that it has rejected such subscription, the Company and Placement Agent shall provide to the Escrow Agent any information necessary to return such Subscriber’s funds to the Subscriber. Upon receipt of any such necessary information the Escrow Agent shall promptly return such funds to the applicable Subscriber. After a minimum of $[●] has been deposited into the Escrow Account (“Minimum Offering”), the Escrow Agent shall periodically transfer to the Sponsor Escrowed Funds pursuant to standing written instructions from both the Issuer and the Placement Agent as agreed among the Co-Issuers, the Placement Agent and the Escrow Agent from time to time. The Escrow agent will not transfer funds to the Sponsor until the Minimum Offering has been met. Prior to the disbursement of the Escrowed Funds to the Sponsor in accordance with the Offering, the Sponsor will not be entitled to any principal funds received into the Escrow Account. If the Co-Issuers and Placement Agent do not raise $3,580,000 by _______, 2023 this Agreement (the “Escrow Termination Date”), the Offering will be terminatedEscrow Agent shall release to the Stockholders all remaining amounts of the Fund less any Reserved Portion (as defined herein) pursuant to the written instructions of the Stockholders’ Representative. The Escrow Agent shall make distributions under this Escrow Agreement to the Paying Agent (as defined in the Purchase Agreement) or pursuant to the wiring instructions or delivery addresses, and as applicable, as otherwise set forth in any written instruction delivered to the Escrow Agent will promptly return all amounts by the Stockholders’ Representative. Any Reserved Portion shall continue to be held in escrow under this Agreement by the Escrow Agent until the claims contained in any Claim Notice(s) described in Section 4(b) below become resolved, even if such claims have not been finally resolved prior to the Escrow Termination Date. At any time prior to the final release of the Fund, the Stockholders’ Representative may, at its option, deliver any remaining portion of the Stockholders’ Representative Fund Amount (as defined in the Escrow Account Purchase Agreement) to the Subscribers and close Escrow Agent for distribution to the Escrow Account and Stockholders in conjunction with the Co-Issuers will final release all Subscribers from their commitmentsof the Funds. (b) Notwithstanding anything in this Agreement to the contrary, if on or before the Escrow Termination Date, the Escrow Agent has received from Purchaser a notice (a “Claim Notice”) specifying the basis for a claim for indemnification pursuant to the Purchase Agreement (as defined below) and the amount of the claim, or if such amount is unknown, Purchaser’s estimate of the amount of such claim (the “Claimed Amount”), then the Escrow Agent shall continue to keep in escrow an amount equal to the Claimed Amount set forth in such Claim Notice(s) (the “Reserved Portion”) until the disposition of such Claimed Amount is resolved as provided herein. For the avoidance of doubt, the preceding sentence shall survive the Escrow Termination Date. (c) At the time of delivery of any Claim Notice to the Escrow Agent, a duplicate copy of such Claim Notice shall be delivered by the Purchaser to the Stockholders’ Representative in accordance with the notice provisions contained in the Purchase Agreement. (d) Unless the Stockholders’ Representative delivers to the Escrow Agent (with a duplicate thereof delivered by the Stockholders’ Representative to Purchaser in accordance with the notice provisions contained in the Purchase Agreement) a notice objecting in good faith to the creation of the Reserved Portion (or any portion thereof), or the claim contained in the Claim Notice (the “Contest Notice”) within twenty (20) calendar days of Stockholders’ Representative receiving the relevant Claim Notice pursuant to Section 4(c) hereof, the Escrow Agent shall, without further instructions, promptly liquidate that portion of the Fund equal to the Claimed Amount as set forth in such Claim Notice and deliver such amount to Purchaser. The Escrow Agent shall continue to hold in escrow any contested Claimed Amount until release is otherwise authorized pursuant to Section 4(e) hereof. If any Contest Notice includes an objection to only a portion of a Claimed Amount, the Escrow Agent shall promptly release to Purchaser an amount from the Fund equal to the portion of the Claimed Amount in relation to which there is no objection. (e) In the event that Stockholders’ Representative delivers a Contest Notice in accordance with Section 4(d) hereof, Stockholders’ Representative and Purchaser shall negotiate in good faith for a period of thirty (30) days after delivery of the Contest Notice to Purchaser in an effort to settle the claim contained in the relevant Claim Notice or agree on the appropriate Reserved Portion, if any, to be applied against the Fund pursuant to the relevant Claim Notice. The Escrow Agent shall make payment with respect to any Claimed Amount subject to such Contest Notice only in accordance with: (i) any joint written instructions executed by both Stockholders’ Representative and Purchaser; or (ii) a written notification from Purchaser of a final decision, order, judgment or decree of a court of competition jurisdiction or an arbitrator, which notification shall attach a copy of such final decision, order, judgment or decree (a “Final Order”). The Escrow Agent shall be entitled to rely on any such joint written instructions or Final Order and upon receipt thereof shall promptly liquidate and distribute that portion of the remaining Fund as instructed in such joint written instructions or Final Order. (f) Notwithstanding anything to the contrary in this Agreement, if the Escrow Agent receives joint written instructions from Co-Issuers Stockholders’ Representative and Placement AgentPurchaser, or their respective successors or assigns, as to the disbursement of the Fund, the Escrow Agent shall disburse the Escrow Fund pursuant to such joint written instructions. The Escrow Agent shall have no obligation to follow any directions set forth in any joint written instructions unless and until the Escrow Agent is satisfied, in its sole reasonable discretion, that the persons executing said joint written instructions are authorized to do soso by Stockholders’ Representative or Purchaser, as applicable. (cg) Notwithstanding anything to the contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance in the Fund, the Escrow Agent shall release the balance in the Fund and shall have no liability or responsibility to the Co-Issuers Parties for any deficiency. (dh) Upon delivery of any and all remaining balance in the Fund by the Escrow Agent, this Agreement shall terminate, subject to the provisions of Section 8.

Disposition and Termination. (a) Subject to Rule 10b-9 (17 CFR 240) of the Securities and Exchange Act of 1934, as amended, if after a Subscriber’s funds have been deposited into the Escrow Account and the Co-Issuers notify the Escrow Agent in writing that it has rejected such subscription, the Company and Placement Agent shall provide to the Escrow Agent any information necessary to return such Subscriber’s funds to the Subscriber. Upon receipt of any such necessary information the Escrow Agent shall promptly return such funds to the applicable Subscriber. After a minimum of $[●] 500,000 has been deposited into the Escrow Account (“Minimum Offering”), the Escrow Agent shall periodically transfer to the Sponsor Escrowed Funds pursuant to standing written instructions from both the Issuer and the Placement Agent as agreed among the Co-Issuers, the Placement Agent and the Escrow Agent from time to time. The Escrow agent will not transfer funds to the Sponsor until the Minimum Offering has been met. Prior to the disbursement of the Escrowed Funds to the Sponsor in accordance with the Offering, the Sponsor will not be entitled to any principal funds received into the Escrow Account. If the Co-Issuers and Placement Agent do not raise $3,580,000 by ____1,000,000 within 12 months of December ___, 2023 2020 (the “Escrow Termination Date”), the Offering will be terminated, and the Escrow Agent will promptly return all amounts in the Escrow Account to the Subscribers and close the Escrow Account and the Co-Issuers will release all Subscribers from their commitments. (b) Notwithstanding anything to the contrary in this Agreement, if the Escrow Agent receives joint written instructions from Co-Issuers and Placement Agent, or their respective successors or assigns, as to the disbursement of the Fund, the Escrow Agent shall disburse the Escrow Fund pursuant to such joint written instructions. The Escrow Agent shall have no obligation to follow any directions set forth in any joint written instructions unless and until the Escrow Agent is satisfied, in its sole discretion, that the persons executing said joint written instructions are authorized to do so. (c) Notwithstanding anything to the contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance in the Fund, the Escrow Agent shall release the balance in the Fund and shall have no liability or responsibility to the Co-Issuers for any deficiency. (d) Upon delivery of any and all remaining balance in the Fund by the Escrow Agent, this Agreement shall terminate, subject to the provisions of Section 8.

Disposition and Termination. (a) Subject to Rule 10b-9 As soon as practicable (17 CFR 240but no later than three business days) after the date that is 12 months following the date of this Agreement (the Securities and Exchange Act of 1934, as amended, if after a Subscriber’s funds have been deposited into the “Initial Escrow Account and the Co-Issuers notify the Escrow Agent in writing that it has rejected such subscription, the Company and Placement Agent shall provide to the Escrow Agent any information necessary to return such Subscriber’s funds to the Subscriber. Upon receipt of any such necessary information the Escrow Agent shall promptly return such funds to the applicable Subscriber. After a minimum of $[●] has been deposited into the Escrow Account (“Minimum OfferingDistribution Date”), the Escrow Agent shall periodically transfer to release 50% of the Sponsor Escrowed Funds Escrow Asset (less any amounts previously deducted pursuant to standing a Claims Notice), less any Reserved Portion (as defined herein) as provided in a joint written instructions from both the Issuer and the Placement Agent as agreed among the Co-Issuers, the Placement Agent and instruction to the Escrow Agent from time to time. The Escrow agent will not transfer funds the Parties or, if no such instruction is provided, to the Sponsor until the Minimum Offering has been met. Prior Sellers’ Representative, to the disbursement of the Escrowed Funds to the Sponsor be distributed in accordance with the Offering, Escrow Distribution Schedule set forth in the Sponsor will not be entitled to any principal funds received into Underlying Agreement. As soon as practicable (but no later than three business days) after the Escrow Account. If date that is 24 months following the Co-Issuers and Placement Agent do not raise $3,580,000 by _______, 2023 date of this Agreement (the “Escrow Termination Date”), the Offering will be terminated, and Escrow Agent shall release the remaining portion of the Escrow Asset less any Reserved Portion (as defined herein) as provided in a joint written instruction to the Escrow Agent will promptly return all amounts from the Parties or, if no such instruction is provided, to the Sellers’ Representative, to be distributed in accordance with the Escrow Distribution Schedule set forth in the Underlying Agreement. Any Reserved Portion shall continue to be held in escrow under this Agreement by the Escrow Account Agent until the claims contained in any Claim Notice(s) described in Section 3(b) below become resolved, even if such claims have not been finally resolved prior to the Subscribers and close Escrow Termination Date. After the Escrow Account and Termination Date, the Co-Issuers will Escrow Agent shall only release all Subscribers or any amount of the Reserved Portion to Purchaser or Sellers’ Representative from their commitmentsthe Escrow Asset pursuant to a written instruction delivered in accordance with Section 3(f) hereof. (b) Notwithstanding anything in this Agreement to the contrary, if on or before the Escrow Termination Date, the Escrow Agent has received from Purchaser a notice (a “Claim Notice”) specifying in reasonable detail the nature and basis for a claim for indemnification pursuant to the Underlying Agreement (as defined below) and the dollar amount of the claim, or if such amount is unknown, Purchaser’s good faith reasonable estimate of the dollar amount of such claim, in each case also expressed as a number of shares of Purchaser common stock calculated by dividing such dollar amount by $8.50 (the “Claimed Amount”), then the Escrow Agent shall continue to keep in escrow an amount of shares equal to the Claimed Amount set forth in such Claim Notice(s) (the “Reserved Portion”) until such Claimed Amount is resolved as provided herein. For the avoidance of doubt, the preceding sentence shall survive the Escrow Termination Date. In any Claim Notice, Purchaser shall, in reasonable detail to the extent possible, cite the nature of the claim, the section(s) of the Underlying Agreement supporting its claim, and facts and circumstances supporting its claim. (c) At the time of delivery of any Claim Notice to the Escrow Agent, a duplicate copy of such Claim Notice shall be delivered by the Purchaser to the Sellers’ Representative in accordance with the notice provisions contained in the Underlying Agreement. (d) Unless the Sellers’ Representative delivers to the Escrow Agent a notice objecting in good faith to the creation of the Reserved Portion (or any amount thereof), or the claim contained in the Claim Notice (the “Contest Notice”) within twenty (20) calendar days of Sellers’ Representative receiving the relevant Claim Notice pursuant to Section 3(c) hereof, the Escrow Agent shall, without further instructions, promptly liquidate that portion of the Escrow Asset equal to the Claimed Amount as set forth in such Claim Notice and deliver such amount to Purchaser after prior written notice to the Sellers’ Representative. Escrow Agent shall continue to hold in escrow any contested Claimed Amount until release is otherwise authorized pursuant to Section 3(e) hereof. If any Contest Notice includes an objection to only a portion of a Claimed Amount, the Escrow Agent shall promptly release to Purchaser an amount from the Escrow Asset equal to the portion of the Claimed Amount in relation to which there is no objection after prior written notice to the Sellers’ Representative. (e) In the event that Sellers’ Representative shall deliver a Contest Notice in accordance with Section 3(d) hereof, Sellers’ Representative and Purchaser shall negotiate in good faith for a period of thirty (30) days after delivery of the Contest Notice to Purchaser in an effort to settle the claim contained in the relevant Claim Notice or agree on the appropriate Reserved Portion, if any, to be applied against the Escrow Asset pursuant to the relevant Claim Notice. The Escrow Agent shall make payment with respect any Claimed Amount subject to such Contest Notice only in accordance with: (i) any joint written instructions executed by both Sellers’ Representative and Purchaser; or (ii) a written notification from Purchaser of a final and non-appealable decision, order, judgment or decree of a court of competition jurisdiction or an arbitrator, which notification shall attach a copy of such final and non-appealable decision, order, judgment or decree (a “Final Order”). The Escrow Agent shall be entitled to rely on any such joint written instructions or Final Order and upon receipt thereof shall promptly liquidate and distribute that portion of the remaining Escrow Asset as instructed in such joint written instructions or Final Order. (f) Notwithstanding anything to the contrary in this Agreement, if the Escrow Agent receives joint written instructions from Co-Issuers Sellers’ Representative and Placement AgentPurchaser, or their respective successors or assigns, as to the disbursement of the FundEscrow Asset, the Escrow Agent shall disburse the Escrow Fund Asset pursuant to such joint written instructions. The Escrow Agent shall have no obligation to follow any directions set forth in any joint written instructions unless and until the Escrow Agent is satisfied, in its sole reasonable discretion, that the persons executing said joint written instructions are authorized to do so. (cg) Notwithstanding anything to the contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance in then current market value of the Fundremaining Escrow Asset, the Escrow Agent shall release the balance in remaining portion of the Fund Escrow Asset and shall have no liability or responsibility to the Co-Issuers Parties for any deficiency. (dh) Upon delivery of any and all remaining balance in the Fund Escrow Asset by the Escrow Agent, this Agreement shall terminate, subject to the provisions of Section 87.

Disposition and Termination. (a) Subject to Rule 10b-9 (17 CFR 240) of the Securities and Exchange Act of 1934, as amended, if after a Subscriber’s funds have been deposited into the Escrow Account and the Co-Issuers notify the Escrow Agent in writing that it has rejected such subscription, the Company and Placement Agent shall provide to the Escrow Agent any information necessary to return such Subscriber’s funds to the Subscriber. Upon receipt of any such necessary information the Escrow Agent shall promptly return such funds to the applicable Subscriber. After a minimum of $[●] 1,500,000 has been deposited into the Escrow Account (“Minimum Offering”), the Escrow Agent shall periodically transfer to the Sponsor Escrowed Funds pursuant to standing written instructions from both the Issuer and the Placement Agent as agreed among the Co-Issuers, the Placement Agent and the Escrow Agent from time to time. The Escrow agent will not transfer funds to the Sponsor until the Minimum Offering has been met. Prior to the disbursement of the Escrowed Funds to the Sponsor in accordance with the Offering, the Sponsor will not be entitled to any principal funds received into the Escrow Account. If the Co-Issuers and Placement Agent do not raise $3,580,000 by _____2,150,000 within 12 months of October __, 2023 2021 (the “Escrow Termination Date”), the Offering will be terminated, and the Escrow Agent will promptly return all amounts in the Escrow Account to the Subscribers and close the Escrow Account and the Co-Issuers will release all Subscribers from their commitments. (b) Notwithstanding anything to the contrary in this Agreement, if the Escrow Agent receives joint written instructions from Co-Issuers and Placement Agent, or their respective successors or assigns, as to the disbursement of the Fund, the Escrow Agent shall disburse the Escrow Fund pursuant to such joint written instructions. The Escrow Agent shall have no obligation to follow any directions set forth in any joint written instructions unless and until the Escrow Agent is satisfied, in its sole discretion, that the persons executing said joint written instructions are authorized to do so. (c) Notwithstanding anything to the contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance in the Fund, the Escrow Agent shall release the balance in the Fund and shall have no liability or responsibility to the Co-Issuers for any deficiency. (d) Upon delivery of any and all remaining balance in the Fund by the Escrow Agent, this Agreement shall terminate, subject to the provisions of Section 8.

Disposition and Termination. (a) Subject The Escrow Agent shall deliver the Escrow Fund upon, and in accordance with, the following: (i) Unless the Escrow Agent shall receive a written notice from the SEC (the "SEC Notice") prior to Rule 10b-9 the close of business on (17 CFR 24090 days from the date hereof) (the "Primary Release Date"), which notice sets forth that the conditions set forth in Section 21C(c)(3)(B)(i) of the Securities and Exchange Act of 1934, as amended, if after a Subscriber’s funds 1934 have been deposited into satisfied and a federal district court has determined that the escrow should remain in effect beyond the Primary Release Date, the Escrow Account and Fund shall, without any further notice or statement to the Co-Issuers notify Escrow Agent, be delivered to Xxxx on the Primary Release Date; and (ii) If the Escrow Agent in writing that it has rejected such subscription, receives the Company and Placement Agent shall provide SEC Notice prior to the close of business on the Primary Release Date it shall retain the Escrow Agent any information necessary to return such Subscriber’s funds to Fund until it receives joint written instructions, executed by both Xxxx and the SubscriberSEC, authorizing the release of the Escrow Fund (the "JOINT INSTRUCTION"). Upon receipt of any such necessary information the Escrow Agent shall promptly return such funds to the applicable Subscriber. After a minimum of $[●] has been deposited into the Escrow Account (“Minimum Offering”)Joint Instruction, the Escrow Agent Fund shall periodically transfer to the Sponsor Escrowed Funds pursuant to standing written instructions from both the Issuer and the Placement Agent as agreed among the Co-Issuers, the Placement Agent and the Escrow Agent from time to time. The Escrow agent will not transfer funds to the Sponsor until the Minimum Offering has been met. Prior to the disbursement of the Escrowed Funds to the Sponsor be released in accordance with the Offering, terms of the Sponsor will not be entitled to any principal funds received into the Escrow Account. If the Co-Issuers and Placement Agent do not raise $3,580,000 by _______, 2023 (the “Escrow Termination Date”), the Offering will be terminated, and the Escrow Agent will promptly return all amounts in the Escrow Account to the Subscribers and close the Escrow Account and the Co-Issuers will release all Subscribers from their commitmentsJoint Instruction. (b) Notwithstanding anything to any of the contrary in this Agreementforegoing, if the Escrow Agent receives joint written instructions from Co-Issuers and Placement AgentFund shall be released, or their respective successors or assignsat any point in time, as to the disbursement directed by a Joint Instruction. (c) Upon receipt of the Funda SEC Notice, the Escrow Agent shall disburse promptly give written notice and a copy thereof to Xxxx and the Escrow Fund pursuant to such joint written instructionsCompany. The Escrow Agent Agreement shall have no obligation promptly give written notice to follow the company of any directions set forth in any joint written instructions unless and until release of the Escrow Agent is satisfied, in its sole discretion, that the persons executing said joint written instructions are authorized to do so. (c) Notwithstanding anything to the contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance in the Fund, the Escrow Agent shall release the balance in the Fund and shall have no liability or responsibility to the Co-Issuers for any deficiency. (d) Upon delivery If at any time Escrow Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any and all remaining balance in the Fund by way affects the Escrow AgentFund (including but not limited to orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of Escrow Fund), Escrow Agent is authorized to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate. (e) Upon the release from escrow of all of the Escrow Fund in accordance with this Agreement, this Agreement and the duties and obligations of the Escrow Agent hereunder shall terminate, subject to the provisions of Section 8be terminated.

Disposition and Termination. (a) Subject to Rule 10b-9 As soon as practicable (17 CFR 240but no later than three Business Days) after the date that is (i) 180 days following the date of this Agreement (the Securities “Escrow Release No. 1”), (ii) 365 days following the date of this Agreement (the “Escrow Release No. 2”), and Exchange Act (iii) 540 days following the date of 1934, as amended, if after a Subscriber’s funds have been deposited into this Agreement (the “Final Escrow Account Release” and the Co-Issuers notify the together with Escrow Agent in writing that it has rejected such subscriptionRelease No. 1 and Escrow Release No. 2, the Company and Placement Agent shall provide to the “Escrow Agent any information necessary to return such Subscriber’s funds to the Subscriber. Upon receipt of any such necessary information the Escrow Agent shall promptly return such funds to the applicable Subscriber. After a minimum of $[●] has been deposited into the Escrow Account (“Minimum OfferingReleases”), the Escrow Agent shall periodically transfer disburse, with respect to each Escrow Release, one-third of the Sponsor Escrowed Funds pursuant Escrow Asset less any Reserved Portion (as defined herein), as provided in a joint written instruction, to standing written instructions from both the Issuer and the Placement Agent as agreed among the Co-Issuers, the Placement Agent and the Escrow Agent from time the Parties, in substantially the form attached hereto as Exhibit A (the “Joint Written Instruction”). Notwithstanding any pending Claim Notice or Contest Notice (as such terms are defined herein), the Parties shall be obligated to time. The Escrow agent will not transfer funds execute and submit to the Sponsor Escrow Agent the Joint Written Instruction within three Business Days of the date of each of the Escrow Releases. Any Reserved Portion shall continue to be held in escrow under this Agreement by the Escrow Agent until the Minimum Offering has claims contained in any Claim Notice(s) described in Section 3(b) below become resolved, even if such claims have not been met. Prior finally resolved prior to the disbursement Final Escrow Release. After the Final Escrow Release, the Escrow Agent shall only disburse all or any amount of the Escrowed Funds Reserved Portion to Purchaser or Seller from the Sponsor Escrow Asset pursuant to a Final Order or written instruction delivered in accordance with the Offering, the Sponsor will not be entitled to any principal funds received into the Escrow Account. If the Co-Issuers and Placement Agent do not raise $3,580,000 by _______, 2023 (the “Escrow Termination Date”), the Offering will be terminated, and the Escrow Agent will promptly return all amounts in the Escrow Account to the Subscribers and close the Escrow Account and the Co-Issuers will release all Subscribers from their commitmentsSection 3(f) hereof. (b) Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, if on or before each of the Escrow Agent receives joint written instructions from Co-Issuers and Placement Agent, or their respective successors or assigns, as to the disbursement of the FundReleases, the Escrow Agent shall disburse has received from Purchaser a notice (a “Claim Notice”) specifying (i) a description of the amount, also expressed as a number of shares of Purchaser common stock included in the Escrow Fund pursuant Asset calculated by dividing such dollar amount by $0.5696, of the Damages (as defined in the Underlying Agreement) incurred by the Indemnified Party (the “Claimed Amount”), (ii) a statement that Purchaser is entitled to indemnification under Article XIV of the Underlying Agreement and a reasonable explanation of the basis therefor (including an explanation of the nature of the claim, the section(s) of the Underlying Agreement supporting its claim, and facts and circumstances supporting its claim) and (iii) a demand for payment in the amount of such joint written instructionsClaimed Amount. The Escrow Agent Within thirty (30) days after delivery of a Claim Notice, Seller shall have no obligation deliver to follow any directions set forth in any joint written instructions unless Purchaser and until the Escrow Agent a written response in which Seller shall: (A) agree that Purchaser is satisfiedentitled to receive all of the Claimed Amount, (B) agree that Purchaser is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”), or (C) contest that Purchaser is entitled to receive any of the Claimed Amount. Any notice of Seller objecting in its sole discretion, that accordance with the persons executing said joint written instructions are authorized foregoing clauses (B) or (C) to do so. (c) Notwithstanding anything to all or any portion of the contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance in the Fund, the Escrow Agent shall release the balance in the Fund and shall have no liability or responsibility to the Co-Issuers for any deficiency. (d) Upon delivery of any and all remaining balance in the Fund by the Escrow Agent, this Agreement shall terminate, subject to the provisions of Section 8.Claimed Amount is a “

Disposition and Termination. (a) Subject to Rule 10b-9 As soon as practicable (17 CFR 240but no later than three Business Days) after the date that is the 12-month anniversary of the Securities and Exchange Act date of 1934, as amended, if after a Subscriber’s funds have been deposited into the Escrow Account and the Co-Issuers notify the Escrow Agent in writing that it has rejected such subscription, the Company and Placement Agent shall provide to the Escrow Agent any information necessary to return such Subscriber’s funds to the Subscriber. Upon receipt of any such necessary information the Escrow Agent shall promptly return such funds to the applicable Subscriber. After a minimum of $[●] has been deposited into the Escrow Account (“Minimum Offering”), the Escrow Agent shall periodically transfer to the Sponsor Escrowed Funds pursuant to standing written instructions from both the Issuer and the Placement Agent as agreed among the Co-Issuers, the Placement Agent and the Escrow Agent from time to time. The Escrow agent will not transfer funds to the Sponsor until the Minimum Offering has been met. Prior to the disbursement of the Escrowed Funds to the Sponsor in accordance with the Offering, the Sponsor will not be entitled to any principal funds received into the Escrow Account. If the Co-Issuers and Placement Agent do not raise $3,580,000 by _______, 2023 this Agreement (the “Escrow Termination Date”), the Offering will Escrow Agent shall release the remaining portion of the Escrow Assets less any Reserved Portion (as defined herein) to the Stockholders, unless otherwise instructed in a written instruction delivered in accordance with Section 3(f) hereof. Any Reserved Portion shall continue to be terminated, and held in escrow under this Agreement by the Escrow Agent will promptly return all amounts until the claims contained in any Claim Notice(s) described in Section 3(b) below are finally resolved, even if such claims have not been finally resolved prior to the Escrow Account to the Subscribers and close Termination Date. After the Escrow Account and Termination Date, the Co-Issuers will Escrow Agent shall only release all Subscribers or any amount of the Reserved Portion to Remark or the Stockholders from their commitmentsthe Escrow Assets pursuant to a written instruction delivered in accordance with Section 3(f) hereof. (b) Notwithstanding anything in this Agreement to the contrary, if on or before the Escrow Termination Date, the Escrow Agent has received from Remark a notice (a “Claim Notice”) specifying in reasonable detail the nature and basis for a claim for indemnification pursuant to the Merger Agreement and the dollar amount of the claim, or if such amount is unknown, Remark’s good faith reasonable estimate of the dollar amount of such claim, in each case also expressed as a number of shares of Remark common stock calculated by dividing such dollar amount by the Current Market Price (as defined herein) (the “Claimed Amount”), then the Escrow Agent shall continue to keep in escrow an amount of shares equal to the Claimed Amount set forth in such Claim Notice(s) (the “Reserved Portion”) until such Claimed Amount is resolved as provided herein. For the avoidance of doubt, the preceding sentence shall survive the Escrow Termination Date. In any Claim Notice, Remark shall, in reasonable detail to the extent possible, cite the section(s) of the Merger Agreement and facts and circumstances supporting its claim. (c) At the time of delivery of any Claim Notice to the Escrow Agent, a duplicate copy of such Claim Notice shall be delivered by Remark to the Stockholder Representatives in accordance with the notice provisions contained in the Merger Agreement. (d) Unless the Stockholder Representatives deliver to the Escrow Agent a written notice objecting in good faith to the creation of the Reserved Portion (or any amount thereof) or the claim contained in the Claim Notice (the “Contest Notice”) within twenty (20) calendar days after delivery of the relevant Claim Notice to the Stockholder Representatives pursuant to Section 3(c) hereof (the “Response Period”), the Escrow Agent shall, without further instructions and within three (3) Business Days after the expiration of the Response Period, deliver to Remark an amount of shares equal to the Claimed Amount (as expressed in dollars) divided by the Current Market Price on the date of such release. If the Escrow Agent receives a Contest Notice within the Response Period, the Escrow Agent shall continue to hold in escrow any portion of the Claimed Amount objected to in the Contest Notice until release is otherwise authorized pursuant to Section 3(e) hereof. If any Contest Notice includes an objection to only a portion of a Claimed Amount, the Escrow Agent shall promptly release to Remark from the Escrow Assets an amount of shares equal to the portion of the Claimed Amount in relation to which there is no objection (as expressed in dollars) divided by the Current Market Price on the date of such release. (e) If the Escrow Agent receives a Contest Notice within the Response Period in accordance with Section 3(d) hereof, the Escrow Agent shall make payment with respect any portion of the Claimed Amount objected to in the Contest Notice only in accordance with: (i) any joint written instructions executed by at least one Stockholder Representative and Remark; or (ii) a written notification from Remark of a final and non-appealable decision, order, judgment or decree of a court of competition jurisdiction or an arbitrator, which notification shall attach a copy of such final and non-appealable decision, order, judgment or decree (a “Final Order”). The Escrow Agent shall be entitled to rely on any such joint written instructions or Final Order and upon receipt thereof shall promptly release that portion of the remaining Escrow Assets as instructed in such joint written instructions or Final Order. (f) Notwithstanding anything to the contrary in this Agreement, if the Escrow Agent receives joint written instructions from Co-Issuers the Stockholder Representatives and Placement AgentRemark, or their respective successors or assigns, as to the disbursement of the FundEscrow Assets, the Escrow Agent shall disburse the Escrow Fund Assets pursuant to such joint written instructions. The Escrow Agent shall have no obligation to follow any directions set forth in any joint written instructions unless and until the Escrow Agent is satisfied, in its sole reasonable discretion, that the persons executing said joint written instructions are authorized to do so. (cg) Notwithstanding anything to the contrary in this Agreement, if any amount Claimed Amount to be released at any time or under any circumstances exceeds the balance in Current Market Price of the Fundremaining Escrow Assets on the date of release, the Escrow Agent shall release the balance in remaining portion of the Fund Escrow Assets and shall have no liability or responsibility to the Co-Issuers Parties for any deficiency. (dh) Upon delivery of any and all remaining balance in the Fund Escrow Assets by the Escrow Agent, this Agreement shall terminate, subject to the provisions of Section 87. (i) All releases of the Escrow Assets to the Stockholders shall be made in accordance with the ownership percentages listed on Schedule 3 hereto. (j) In all cases, the Current Market Price is to be provided by Remark when Escrow Assets are to be released by Escrow Agent. “Current Market Price” means, in respect of any shares of Remark common stock on a specified date, (i) the closing price on such day on the principal stock exchange on which Remark common stock is then listed or admitted to trading, or quoted, as applicable, (ii) if no sale takes place on such day on any such exchange, the last reported closing price on such day as officially quoted on any such exchange, (iii) if Remark common stock is not then listed or admitted to trading on any stock exchange, the last reported closing bid price on such day in the over-the-counter market, as furnished by the OTC Markets Group, (iv) if such corporation at the time is engaged in the business of reporting such prices, as furnished by any similar firm then engaged in such business, or (v) if there is no such firm, as furnished by any member of the Financial Industry Regulatory Authority (“FINRA”) selected mutually by Remark and the Stockholders or, if they cannot agree upon such selection, as selected by two such members of FINRA, one of which shall be selected by Remark and one of which shall be selected by the Stockholders.

Disposition and Termination. (a) Subject The Escrow Fund shall secure obligations with respect to Rule 10b-9 amounts payable by the Stockholders to any of the Parent Indemnitees pursuant to the indemnification provisions set forth in Article VIII of the Merger Agreement. Claims by any of the Parent Indemnitees for payment out of the Escrow Fund based on the Stockholders' obligations under the indemnification provisions set forth in Article VIII of the Merger Agreement shall hereinafter be referred to, individually, as an "Escrow Claim" and, collectively, as "Escrow Claims." This Escrow Agreement shall not change or modify in any way the events or circumstances which give rise to the obligation of the Stockholders to make any payments pursuant to the Merger Agreement, but shall provide Parent Indemnitees security therefor. The Escrow Agent shall disburse the amounts from time-to-time on deposit in the Escrow Fund as follows: (17 CFR 240i) If any of the Parent Indemnitees desires to make an Escrow Claim, Parent shall deliver to the Escrow Agent and to the Stockholder Representative a notice setting forth such Escrow Claim, which notice shall state in reasonable detail the basis for and dollar amount of the claim in accordance with the terms of the Merger Agreement (the "Notice of Claim"). If the Stockholder Representative desires to dispute such Escrow Claim or any part thereof, the Stockholder Representative shall deliver to the Escrow Agent and Parent a written notice (the "Rebuttal Notice") setting forth in reasonable detail the basis for the dispute of such claim and the portion of such claim (if less than all) which is the subject of the Rebuttal Notice. Stockholder Representative agrees not to object to a Notice of Claim unless the Stockholder Representative in good faith believes that all or a portion (as the case may be) of such claim is not payable to Parent pursuant to the Securities and Exchange Act Merger Agreement. (ii) If, upon the expiration of 1934, as amended, if thirty (30) days after a Subscriber’s funds have the Notice of Claim has been deposited into delivered to the Escrow Account Agent, the Escrow Agent shall not have received a Rebuttal Notice from the Stockholder Representative, then the Escrow Agent shall distribute to Parent, out of the Escrow Fund, the dollar amount of the Escrow Claim provided for in the Notice of Claim, and the CoStockholders and Escrow Agent shall have no further liabilities with respect to the funds so delivered. If, prior to the expiration of such thirty (30) day period, the Escrow Agent shall receive a Rebuttal Notice from the Stockholder Representative, the Escrow Agent shall refrain from distributing to Parent any Escrow Funds that are the subject of the Rebuttal Notice until the Escrow Agent receives either (A) a writing executed by Parent and the Stockholder Representative authorizing the release to Parent of the Escrow Funds that are the subject of the Rebuttal Notice or (B) a final, non-Issuers notify appealable decision of a court of competent jurisdiction presented to the Escrow Agent in writing that it has rejected such subscription, (which decision shall be certified in writing by the Company Parent and Placement Agent shall provide the Stockholder Representative to the effect that such decision is final and non-appealable) directing the release to Parent of Escrow Agent Funds that are the subject of the Rebuttal Notice (iii) If any information necessary Rebuttal Notice includes an objection to return such Subscriber’s funds to the Subscriber. Upon receipt only a portion of any such necessary information an Escrow Claim, the Escrow Agent shall promptly return such funds release to Parent an amount of Escrow Funds equal to the applicable Subscriber. After a minimum portion of $[●] has been deposited into the Escrow Account Claim for which there is no objection; provided, however, that no such partial release by the Escrow Agent shall terminate or otherwise prejudice Parent's rights with respect to amounts claimed in any Notice of Claim which is in excess of the amounts so released. (“Minimum Offering”iv) On the first business day after April 30, 2007 (the "First Release Date"), the Escrow Agent shall periodically transfer distribute to the Sponsor Escrowed Funds Stockholders, an amount, if greater than zero, equal to fifty percent (50%) of (A) the amount then held in the Escrow Fund less (B) the aggregate amount of all Escrow Claims made by the Parent Indemnitees that have been asserted in writing (and furnished to the Escrow Agent) but are unresolved (the "Unresolved Escrow Claims") as of such date. With respect to any then Unresolved Escrow Claim as of such date, promptly following resolution of any such claim pursuant to standing written instructions from both the Issuer and the Placement Agent as agreed among the Co-Issuersprocedures set forth in this Section 4(a), the Placement Agent amount, if any, of such claim which has not been paid to Parent in connection with such resolution, and which would have been paid to the Stockholders if the claim had been resolved prior to the First Release Date, shall be promptly paid by the Escrow Agent from time to time. The Escrow agent will not transfer funds to the Sponsor Stockholders. (v) On the first business day after April 30, 2008 (the "Second Release Date"), the Escrow Agent shall distribute to the Stockholders, an amount, if greater than zero, equal to (A) the amount then held in the Escrow Fund less (B) the aggregate amount of all Unresolved Escrow Claims as of such date. (b) This Escrow Agreement shall continue until the Minimum Offering has been met. Prior resolution of the Unresolved Escrow Claims, and during such continuance, the Escrow Agent shall continue to hold that portion of the Escrow Fund up to the disbursement amount of the Escrowed Funds to outstanding Unresolved Escrow Claims only, with the Sponsor balance of the Escrow Fund being distributed in accordance with subparagraph (v). Upon resolution of all Unresolved Escrow Claims, and the Offeringpayment of all amounts payable to Parent with respect thereto, the Sponsor will not be entitled Escrow Agent shall distribute to any principal funds received into the Stockholders the balance of the Escrow AccountFund. If To the Co-Issuers and Placement Agent do extent any portion of the Escrow Fund has not raise $3,580,000 by _______, 2023 been disbursed to the Stockholders pursuant to the preceding sentence within three (3) months following the “resolution of all Unresolved Escrow Termination Date”), the Offering will be terminatedClaims, and the payment of all amounts payable to Parent with respect thereto, the Escrow Agent will promptly return all amounts in deliver any such portion of the Escrow Account Fund to the Subscribers Parent, and close thereafter the Escrow Account and Stockholders shall be entitled to look to Parent only as general creditors thereof with respect to any portion of the Co-Issuers will release all Subscribers from consideration payable upon due surrender of their commitmentsCertificates, Company Stock Options or Company Warrants, without interest. (bc) Notwithstanding anything to the contrary in this Agreement, if the Escrow Agent receives joint written instructions from Co-Issuers and Placement Agent, or their respective successors or assigns, as to The escrow provided for hereunder shall terminate upon the disbursement of the Fund, the Escrow Agent shall disburse aggregate amount of the Escrow Fund pursuant to such joint written instructions. The the terms of this Escrow Agent shall have no obligation to follow any directions set forth in any joint written instructions unless and until the Escrow Agent is satisfied, in its sole discretion, that the persons executing said joint written instructions are authorized to do so. (c) Notwithstanding anything to the contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance in the Fund, the Escrow Agent shall release the balance in the Fund and shall have no liability or responsibility to the Co-Issuers for any deficiency. (d) Upon delivery of any and all remaining balance in All amounts distributed to the Fund Stockholders will be distributed by the Escrow AgentAgent in their respective Proportional Amounts. In order to facilitate payments to Stockholders, attached hereto as Schedule 2 is a list of the Stockholders and their respective Proportional Amount. Stockholder Representative will provide addresses and wire instructions to the Escrow Agent prior to the First Release Date. (e) All disbursements from the Escrow Fund to Parent pursuant to this Escrow Agreement shall terminate, subject be made by wire transfer of cash to an account specified by Parent in writing to the provisions of Section 8Escrow Agent.

Disposition and Termination. (a) Subject Amounts in the Expenses Escrow Fund shall be released to Rule 10b-9 (17 CFR 240) the Stockholders’ Representative in accordance with the terms and conditions of the Securities Merger Agreement at such times and Exchange Act of 1934, to such persons or entities as amended, if after a Subscriber’s funds have been deposited into are designated from time to time by the Stockholders’ Representative in writing to the Escrow Account Agent. (b) Within three (3) Business Days after the final determination of the Merger Consideration Adjustment in accordance with the Merger Agreement, the Parent and the Co-Issuers notify the Escrow Agent in writing that it has rejected such subscription, the Company and Placement Agent Stockholders’ Representative shall provide submit a joint written instruction to the Escrow Agent any information necessary to return such Subscriber’s funds with respect to the Subscriber. Upon receipt of any such necessary information NWC Escrow Fund, and the Escrow Agent shall promptly return such funds to promptly, but in any event within three (3) Business Days after the applicable Subscriber. After a minimum of $[●] has been deposited into joint written instruction is received by the Escrow Account (“Minimum Offering”)Agent, disburse the NWC Escrow Agent shall periodically transfer to the Sponsor Escrowed Funds pursuant to standing written instructions from both the Issuer and the Placement Agent as agreed among the Co-Issuers, the Placement Agent and the Escrow Agent from time to time. The Escrow agent will not transfer funds to the Sponsor until the Minimum Offering has been met. Prior to the disbursement of the Escrowed Funds to the Sponsor Fund in accordance with such joint written instruction. (c) As soon as practicable (but no later than three (3) Business Days) after the Offering, date that twelve (12) months following the Sponsor will not be entitled to any principal funds received into the Escrow Account. If the Co-Issuers and Placement Agent do not raise $3,580,000 by _______, 2023 date of this Agreement (the “Escrow Termination Date”), the Offering will be terminated, and Escrow Agent shall release to the Stockholders’ Representative all remaining amounts of the Indemnity Escrow Fund less any Reserved Portion (as defined herein) as provided in a joint written instruction to the Escrow Agent will promptly return all amounts from the Parties. Any Reserved Portion shall continue to be held in escrow under this Agreement by the Escrow Account Agent until the claims contained in any Claim Notice(s) described in Section 4(d) below become resolved, even if such claims have not been finally resolved prior to the Subscribers and close Escrow Termination Date. After the Escrow Account and Termination Date, the Co-Issuers will Escrow Agent shall only release all Subscribers or any amount of the Reserved Portion to Parent or Stockholders’ Represenative from their commitmentsthe Indemnity Escrow Fund pursuant to a written instruction delivered in accordance with Section 4(h) hereof. (bd) Notwithstanding anything in this Agreement to the contrary, if on or before the Escrow Termination Date, the Escrow Agent has received from the Parent a notice (a “Claim Notice”) specifying in reasonable detail the nature and basis for a claim for indemnification or deman for payment pursuant to the Merger Agreement and the amount of the claim, or if such amount is unknown, Parent’s good faith reasonable estimate of the amount of such claim (the “Claimed Amount”), then the Escrow Agent shall continue to keep in escrow an amount equal to the Claimed Amount set forth in such Claim Notice(s) of the Indemnity Escrow Fund (the “Reserved Portion”) until such Claimed Amount is resolved as provided herein. For the avoidance of doubt, the preceding sentence shall survive the Escrow Termination Date. In any Claim Notice, Parent shall, in reasonable detail to the extent possible, cite the nature of the claim, the section(s) of the Merger Agreement supporting its claim, and facts and circumstances supporting its claim. (e) At the time of delivery of any Claim Notice to the Escrow Agent, a duplicate copy of such Claim Notice shall be delivered by the Parent to the Stockholders’ Representative in accordance with the notice provisions contained in the Merger Agreement. (f) Unless the Stockholders’ Representative delivers to the Escrow Agent a notice objecting in good faith to the creation of the Reserved Portion (or any amount thereof), or the claim contained in the Claim Notice (the “Contest Notice”) within thirty (30) calendar days of the Stockholders’ Representative receiving the relevant Claim Notice pursuant to Section 4(e) hereof, the Escrow Agent shall, without further instructions, promptly liquidate that portion of the Indemnity Escrow Fund equal to the Claimed Amount as set forth in such Claim Notice and deliver such amount to the Parent. The Escrow Agent shall continue to hold in escrow any contested Claimed Amount until release is otherwise authorized pursuant to Section 4(g) hereof. If any Contest Notice includes an objection to only a portion of a Claimed Amount, the Escrow Agent shall promptly release to the Purcahse an amount from the Indemnity Escrow Fund equal to the portion of the Claimed Amount in relation to which there is no objection. (g) In the event that the Stockholders’ Representative shall deliver a Contest Notice in accordance with Section 4(f) hereof, the Stockholders’ Representative and the Parent shall resolve such dispute in accordance with the terms of the Merger Agreement. The Escrow Agent shall make payment with respect to any Claimed Amount subject to such Contest Notice only in accordance with: (i) any joint written instructions executed by both the Stockholders’ Representative and the Parent; or (ii) a joint written notification from the Parent and the Stockholders’ Representative of a final decision, order, judgment or decree of a court of competent jurisdiction or an arbitrator, which notification shall attach a copy of such final decision, order, judgment or decree (a “Final Order”). The Escrow Agent shall be entitled to rely on any such joint written instructions or Final Order and upon receipt thereof shall promptly liquidate and distribute that portion of the remaining the Indemnity Escrow Fund as instructed in such joint written instructions or Final Order. (h) Notwithstanding anything to the contrary in this Agreement, if the Escrow Agent receives joint written instructions from Co-Issuers the Stockholders’ Representative and Placement Agentthe Parent, or their respective successors or assigns, as to the disbursement of all or any part of the NWC Escrow Fund or the Indemnity Escrow Fund, the Escrow Agent shall disburse the applicable amount of the NWC Escrow Fund or the Indemnity Escrow Fund, as applicable, pursuant to such joint written instructions. The Escrow Agent shall have no obligation to follow any directions set forth in any joint written instructions unless and until the Escrow Agent is satisfied, in its sole discretion, that the persons executing said joint written instructions are authorized to do so. (ci) Notwithstanding anything to the contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance in the applicable Fund, the Escrow Agent shall release the balance in the respective Fund and shall have no liability or responsibility to the Co-Issuers Parties for any deficiency, absent the gross negligence, bad faith or wiful misconduct of the Escrow Agent as set forth in Section 5(b). (dj) Upon delivery of any and all remaining balance balances in the Fund Funds by the Escrow Agent, this Agreement shall terminate, subject to the provisions of Section 8.

Disposition and Termination. a. From time to time on or before the date 36 months after the date of this Agreement, Buyer may give notice (aa “Notice”) Subject to Rule 10b-9 Seller Representative and Escrow Agent specifying in reasonable detail the nature and dollar amount of any claim (17 CFR 240a “Claim”) it may have under Article 12 of the Purchase Agreement; subject to the provisions of paragraph 12.5 of the Purchase Agreement, Buyer may make more than one claim with respect to any underlying state of facts. If Seller Representative gives notice to Buyer and Escrow Agent disputing any Claim (a “Counter Notice”) within 30 days following receipt by Escrow Agent and Seller Representative of the Notice regarding such Claim, such Claim shall be resolved as provided in paragraph 4b below. If no Counter Notice is received by Escrow Agent by 5:00 p.m. EST, within such 30 day period, then the dollar amount of damages claimed by Buyer as set forth in its Notice shall be deemed established for purposes of this Escrow Agreement and the Purchase Agreement and, at the end of such 30 day period, Escrow Agent shall pay to Buyer the dollar amount claimed in the Notice from (and only to the extent of) the Fund. Escrow Agent shall not inquire into or consider whether a Claim complies with the requirements of the Purchase Agreement. b. If a Counter Notice is given with respect to a claim, Escrow Agent shall make payment with respect thereto only in accordance with (i) joint written instructions of Buyer and Seller Representative or (ii) a final non-appealable order of a court of competent jurisdiction. Any court order shall be accompanied by a legal opinion by counsel for the presenting party satisfactory to Escrow Agent to the effect that the order is final and non-appealable and issued by a court of competent jurisdiction. Escrow Agent shall act on such court order and legal opinion without further question. c. Within two days of the receipt of joint instructions received by Escrow Agent or after the date that is 12 months after the date of this Agreement, Escrow Agent shall release and distribute to Seller Representative an amount equal to $1,000,000 (plus interest accruing on this amount) minus (A) the aggregate amount of Fund distributed by Escrow Agent through such date pursuant to paragraph 4(a) or paragraph 4(b), and (B) the accrued and unpaid amount of any indemnification obligation Buyer is attempting to collect pursuant to paragraph 2.3(c)(iii)(C) of the Securities Purchase Agreement as stated in a written notice by Buyer to Escrow Agent and Exchange Act Seller Representative; provided, that if any Claims are then pending, an amount equal to the aggregate dollar amount of 1934, such Claims (as amended, if after a Subscriber’s funds have been deposited into shown in the Escrow Account and the Co-Issuers notify the Notices of such Claims) shall be retained by Escrow Agent in writing that it has rejected such subscriptionthe Fund, the Company to be disbursed by Escrow Agent in accordance with (i) paragraph 4a, (ii) xxxxxxxxx 0x, (xxx) joint written instructions of Buyer and Placement Agent Seller Representative or (iv) a final non-appealable order of a court of competent jurisdiction as contemplated by paragraph 4b above. Such joint written instructions shall provide a calculation of the amount required to the be released by Escrow Agent any information necessary to return such Subscriber’s funds to the Subscriber. Upon receipt of any such necessary information the Escrow Agent shall promptly return such funds to the applicable Subscriber. After a minimum of $[●] has been deposited into the Escrow Account (“Minimum Offering”), the Escrow Agent shall periodically transfer to the Sponsor Escrowed Funds pursuant to standing written instructions from both the Issuer and the Placement Agent as agreed among the Co-Issuers, the Placement Agent and the Escrow Agent from time shall be permitted to time. The Escrow agent will not transfer funds conclusively rely on such calculation without any obligation to the Sponsor until the Minimum Offering has been met. Prior to the disbursement verify such calculation. d. Within two days of the Escrowed Funds to the Sponsor in accordance with the Offering, the Sponsor will not be entitled to any principal funds receipt of joint instructions received into the Escrow Account. If the Co-Issuers and Placement Agent do not raise $3,580,000 by _______, 2023 (the “Escrow Termination Date”), the Offering will be terminated, and the Escrow Agent will promptly return all amounts in or after the Escrow Account to date that is 36 months after the Subscribers and close the Escrow Account and the Co-Issuers will release all Subscribers from their commitments. (b) Notwithstanding anything to the contrary in date of this Agreement, if the Escrow Agent receives joint written instructions from Co-Issuers shall release and Placement Agent, or their respective successors or assigns, as distribute to Seller Representative the disbursement then balance of the Fund; provided, that (A) if any Claims are then pending, an amount equal to the aggregate dollar amount of such Claims (as shown in the Notices of such Claims) shall be retained by Escrow Agent shall disburse the Escrow Fund pursuant to such joint written instructions. The Escrow Agent shall have no obligation to follow any directions set forth in any joint written instructions unless and until the Escrow Agent is satisfied, in its sole discretion, that the persons executing said joint written instructions are authorized to do so. (c) Notwithstanding anything to the contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance in the Fund, the and Escrow Agent shall release pay and distribute such retained amount only in accordance with joint written instructions of Buyer and Seller Representative or a final non-appealable order of a court of competent jurisdiction as contemplated by paragraph 4b above, and (B) if Buyer is attempting to collect any indemnification obligation pursuant to paragraph 2.3(c)(ii)(C) of the balance Purchase Agreement, as stated in the Fund a written notice to Escrow Agent, Escrow Agent shall withhold such amount from distribution and shall have no liability distribute such retained amount only in accordance with joint written instructions of Buyer and Seller Representative or responsibility to the Coa final non-Issuers for any deficiency.appealable order of a court of competent jurisdiction, (d) e. Upon delivery of any and all remaining balance in the Fund to Buyer or to Seller Representative in its entirety by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8paragraphs 7 and 8 below.

Disposition and Termination. (a) Subject to Rule 10b-9 As soon as practicable (17 CFR 240but no later than three Business Days) after the date that is eighteen (18) month anniversary of the Securities and Exchange Act of 1934, as amended, if after a Subscriber’s funds have been deposited into the Escrow Account and the Co-Issuers notify the Escrow Agent in writing that it has rejected such subscription, the Company and Placement Agent shall provide to the Escrow Agent any information necessary to return such Subscriber’s funds to the Subscriber. Upon receipt of any such necessary information the Escrow Agent shall promptly return such funds to the applicable Subscriber. After a minimum of $[●] has been deposited into the Escrow Account (“Minimum Offering”), the Escrow Agent shall periodically transfer to the Sponsor Escrowed Funds pursuant to standing written instructions from both the Issuer and the Placement Agent as agreed among the Co-Issuers, the Placement Agent and the Escrow Agent from time to time. The Escrow agent will not transfer funds to the Sponsor until the Minimum Offering has been met. Prior to the disbursement of the Escrowed Funds to the Sponsor in accordance with the Offering, the Sponsor will not be entitled to any principal funds received into the Escrow Account. If the Co-Issuers and Placement Agent do not raise $3,580,000 by _______, 2023 Closing Date (the “Escrow Termination Date”), the Offering will be terminated, Escrow Agent shall release the remaining portion of the Escrow Asset less any Reserved Portion (as defined herein) and transfer and deliver them to the relevant accounts of Sellers as provided in a joint written instruction to the Escrow Agent will promptly return all amounts from Sellers’ Representative and Buyer. Any Reserved Portion shall continue to be held in escrow under this Agreement by the Escrow Account Agent until the claims contained in any Claim Notice(s) described in Section 3(b) below become resolved, even if such claims have not been finally resolved prior to the Subscribers and close Escrow Termination Date. After the Escrow Account and Termination Date, the Co-Issuers will Escrow Agent shall only release all Subscribers or any amount of the Reserved Portion to Buyer or Sellers from their commitmentsthe Escrow Asset pursuant to a written instruction delivered in accordance with Section 3(f) hereof. (b) The Escrowed Shares shall serve as security for the indemnification obligations of the Sellers set forth in Article 8 of the Underlying Agreement. Notwithstanding anything in this Agreement to the contrary, if on or before the Escrow Termination Date, the Escrow Agent has received from Buyer one or more notice of claims (including, without limitation, a Third Party Claim, Direct Claim, or Tax Claim) delivered to Sellers’ Representative pursuant to Section 8.05 of the Purchase Agreement (a “Claim Notice”) and such amount of the claim set forth therein expressed as dollars as well as a number of Escrowed Shares (the “Claimed Amount”), then the Escrow Agent shall continue to keep in escrow an amount of the Escrow Asset equal to the Claimed Amount (the “Reserved Portion”) until such Claimed Amount is resolved pursuant to Article 8 of the Underlying Agreement. For the avoidance of doubt, the preceding sentence shall survive the Escrow Termination Date. (c) The Escrow Agent shall make payment with respect to any Claimed Amount subject to such Contest Notice only in accordance with: (i) any joint written instructions executed by both Sellers’ Representative and Buyer; or (ii) a written notification from Buyer of the agreement of a Loss or final adjudication of a Loss described in Section 8.06 of the Underlying Agreement. The Escrow Agent shall be entitled to rely on any such joint written instructions or Buyer notification upon receipt and thereof shall promptly liquidate and distribute that portion of the remaining Escrow Asset as instructed in such joint written instructions or Buyer notification. (d) Notwithstanding anything to the contrary in this Agreement, if the Escrow Agent receives joint written instructions from Co-Issuers Sellers’ Representative and Placement AgentBuyer, or their respective successors or assigns, as to the disbursement of the FundEscrow Asset, the Escrow Agent shall disburse the Escrow Fund Asset pursuant to such joint written instructions. The Escrow Agent shall have no obligation to follow any directions set forth in any joint written instructions unless and until the Escrow Agent is satisfied, in its sole reasonable discretion, that the persons executing said joint written instructions are authorized to do so. (ce) Notwithstanding anything to the contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance in then current market value of the Fundremaining Escrow Asset, the Escrow Agent shall release the balance in remaining portion of the Fund Escrow Asset and shall have no liability or responsibility to the Co-Issuers Parties for any deficiency. (df) Upon delivery of any and all remaining balance in the Fund Escrow Asset by the Escrow Agent, this Agreement shall terminate, subject to the provisions of Section 86 and Section 7.

Disposition and Termination. (a) Subject to Rule 10b-9 As soon as practicable (17 CFR 240but no later than three (3) Business Days) after the date that is ten (10) years following the date of the Securities and Exchange Act of 1934, as amended, if after a Subscriber’s funds have been deposited into the Escrow Account and the Co-Issuers notify the Escrow Agent in writing that it has rejected such subscription, the Company and Placement Agent shall provide to the Escrow Agent any information necessary to return such Subscriber’s funds to the Subscriber. Upon receipt of any such necessary information the Escrow Agent shall promptly return such funds to the applicable Subscriber. After a minimum of $[●] has been deposited into the Escrow Account (“Minimum Offering”), the Escrow Agent shall periodically transfer to the Sponsor Escrowed Funds pursuant to standing written instructions from both the Issuer and the Placement Agent as agreed among the Co-Issuers, the Placement Agent and the Escrow Agent from time to time. The Escrow agent will not transfer funds to the Sponsor until the Minimum Offering has been met. Prior to the disbursement of the Escrowed Funds to the Sponsor in accordance with the Offering, the Sponsor will not be entitled to any principal funds received into the Escrow Account. If the Co-Issuers and Placement Agent do not raise $3,580,000 by _______, 2023 this Agreement (the “Escrow Termination Date”), the Offering will be terminated, and Escrow Agent shall release the remaining portion of the Escrow Asset less any Reserved Portion (as defined herein) to Representative as provided in a joint written instruction to the Escrow Agent will promptly return all amounts from the Parties. Any Reserved Portion shall continue to be held in escrow under this Agreement by the Escrow Account Agent until the claims contained in any Claim Notice(s) described in Section 3(b) below become resolved, even if such claims have not been finally resolved prior to the Subscribers and close Escrow Termination Date. After the Escrow Account and Termination Date, the Co-Issuers will Escrow Agent shall only release all Subscribers or any amount of the Reserved Portion to Purchaser or Representative from their commitmentsthe Escrow Asset pursuant to a written instruction delivered in accordance with Section 3(f) hereof. (b) Notwithstanding anything in this Agreement to the contrary, if on or before the Escrow Termination Date, the Escrow Agent has received from Purchaser a notice (a “Claim Notice”) specifying in reasonable detail the nature and basis for a claim for indemnification pursuant to the relevant Underlying Agreements (as defined below), including the section(s) of the relevant Underlying Agreements supporting its claim, and the facts and circumstances supporting its claim, and the dollar amount of the claim, or if such amount is unknown, Purchaser’s good faith reasonable estimate of the dollar amount of such claim, in each case also expressed as a number of shares of Purchaser common stock calculated pursuant to the terms of the Underlying Agreements (the “Claimed Amount”), then the Escrow Agent shall continue to keep in escrow an amount of shares equal to the Claimed Amount set forth in such Claim Notice(s) (the “Reserved Portion”) until such Claimed Amount is resolved as provided herein. For the avoidance of doubt, the preceding sentence shall survive the Escrow Termination Date. (c) At the time of delivery of any Claim Notice to the Escrow Agent, a duplicate copy of such Claim Notice shall be delivered by Purchaser to Representative in accordance with the notice provisions contained in the relevant Underlying Agreements. (d) Unless Representative delivers to the Escrow Agent a notice objecting in good faith to the creation of the Reserved Portion (or any amount thereof), or the claim contained in the Claim Notice (the “Contest Notice”) within thirty (30) calendar days of Representative receiving the relevant Claim Notice pursuant to Section 3(c) hereof, the Escrow Agent shall, upon written request from Purchaser, promptly liquidate that portion of the Escrow Asset equal to the Claimed Amount as set forth in such Claim Notice and deliver such amount to Purchaser after prior written notice to Representative. Escrow Agent shall continue to hold in escrow any contested Claimed Amount until release is otherwise authorized pursuant to Section 3(e) hereof. If any Contest Notice includes an objection to only a portion of a Claimed Amount, the Escrow Agent shall promptly release to Purchaser an amount from the Escrow Asset equal to the portion of the Claimed Amount in relation to which there is no objection after prior written notice to Representative. (e) In the event that Representative shall deliver a Contest Notice in accordance with Section 3(d) hereof, Representative and Purchaser shall negotiate in good faith for a period of thirty (30) days after delivery of the Contest Notice to Purchaser in an effort to settle the claim contained in the relevant Claim Notice or agree on the appropriate Reserved Portion, if any, to be applied against the Escrow Asset pursuant to the relevant Claim Notice. The Escrow Agent shall make payment with respect any Claimed Amount subject to such Contest Notice only in accordance with: (i) any joint written instructions executed by both Representative and Purchaser; or (ii) a written notification from Purchaser of a final and non-appealable decision, order, judgment or decree of a court of competition jurisdiction or an arbitrator, which notification shall attach a copy of such final and non-appealable decision, order, judgment or decree (a “Final Order”). The Escrow Agent shall be entitled to rely on any such joint written instructions or Final Order and upon receipt thereof shall promptly liquidate and distribute that portion of the remaining Escrow Asset as instructed in such joint written instructions or Final Order. (f) Notwithstanding anything to the contrary in this Agreement, if at any time prior to the Escrow Termination Date, the Escrow Agent receives joint written instructions from Co-Issuers Representative and Placement AgentPurchaser, or their respective successors or assigns, as to the disbursement of all or any portion of the FundEscrow Asset, in accordance with the Underlying Agreements or otherwise, the Escrow Agent shall disburse the Escrow Fund such amount pursuant to such joint written instructions. The Escrow Agent shall have no obligation to follow any directions set forth in any joint written instructions unless and until the Escrow Agent is satisfied, in its sole reasonable discretion, that the persons executing said joint written instructions are authorized to do so. (cg) Notwithstanding anything to the contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance in then current market value of the Fundremaining Escrow Asset, the Escrow Agent shall release the balance in remaining portion of the Fund Escrow Asset and shall have no liability or responsibility to the Co-Issuers Parties for any deficiency. (dh) Upon delivery of any and all remaining balance in the Fund Escrow Asset by the Escrow Agent, this Agreement shall terminate, subject to the provisions of Section 86 and Section 7.

Disposition and Termination. (a) Subject Except for income earned (which shall be distributed as described in paragraph 3 to Rule 10b-9 the Sellers) and as provided in paragraphs (17 CFR 240b), (c) or (d) below, the total amount held in the Escrow Fund shall be released to the Sellers on the 18-month anniversary of the Securities and Exchange Act of 1934, as amended, if after a Subscriber’s funds have been deposited into the Escrow Account and the Co-Issuers notify date hereof. (b) Upon receipt by the Escrow Agent in writing that it has rejected such subscriptionof written instructions signed by the Sellers and the Purchaser ("Joint Written Instructions") directing the Escrow Agent to release all or any portion of the Escrow Fund to the Purchaser or the Sellers, as the case may be, the Company and Placement Escrow Agent shall provide release funds or Escrow Shares in accordance with such direction. (c) Upon receipt by the Escrow Agent of a notice of a claim for indemnification under the Purchase Agreement ("Claim Notice") sent by the Purchaser to the Sellers, the Escrow Agent shall set aside from the Escrow Cash Fund and retain custody of the lesser of (x) the amount set forth in the Claim Notice (the "Claimed Amount") and (y) the then remaining balance of the Escrow Cash Fund. (d) In the event that the remaining balance in the Escrow Cash Fund is less than the amount set forth in the Claim Notice and any other Claim Notices received by the Escrow Agent as to which the Escrow Agent has not received a notice of resolution, the Escrow Agent shall retain custody of the Escrow Shares. (e) Amounts retained pursuant to paragraphs (c) and (d) shall be released only pursuant to: (i) Joint Written Instructions directing the Escrow Agent to release all or any portion of such funds or Escrow Shares; or (ii) An arbitration award or court order that (x) finally resolves a claim stated in a Claim Notice and (y) is one from which no appeal is or can be taken ("Final Order"), as evidenced by Joint Written Instructions or by such other evidence as shall be satisfactory to the Escrow Agent, it being understood that (without limiting other forms of evidence that may be satisfactory to the Escrow Agent) a certified copy of an arbitration award or court order accompanied by a letter addressed to the Escrow Agent any information necessary to return such Subscriber’s funds from outside counsel to the Subscriber. Purchaser or the Sellers which (A) states that such award or court order is a Final Order, (B) specifies by reference to the appropriate Claim Notice(s) the claims for indemnification that are resolved by such Final Order, (C) if applicable, sets forth the amount to be paid to the Purchaser as a result of such Final Order and if such amount cannot be satisfied from amount in the Escrow Cash Fund, the number of Escrow Shares to be delivered to the Purchaser and (D) states that a copy of such letter has been sent to the party to this Agreement (the Purchaser or the Sellers) that is not such counsel's client (the "Other Party") and its counsel shall be deemed satisfactory to the Escrow Agreement unless an objection and a statement of the reasons therefor are received in writing by the Escrow Agent from counsel to the Other Party within 15 days after receipt by the Escrow Agent of such letter from counsel. (iii) Upon receipt of any such necessary information the Escrow Agent shall promptly return such funds to the applicable Subscriber. After a minimum of $[●] has been deposited into the Escrow Account Joint Written Instructions or evidence described in clause (“Minimum Offering”ii), the Escrow Agent shall periodically transfer release funds or Escrow Shares promptly to the Sponsor Escrowed Funds pursuant to standing written instructions from both Sellers or the Issuer Purchaser, as directed in the Joint Written Instructions or Final Order and the Placement Agent as agreed among the Co-Issuers, the Placement Agent and letter; except that the Escrow Agent from time to time. The Escrow agent will shall not transfer release funds to the Sponsor until Sellers upon receipt of a Final Order before the Minimum Offering has been met. Prior 18 month anniversary of the date hereof, or to the disbursement extent from and after such 18 month anniversary that the remaining principal balance in the Escrow Cash Fund after such release would be less than the aggregate Claimed Amount of all then unresolved claims as to which the Purchaser had previously given to the Sellers, with a copy to the Escrow Agent, a Claim Notice. (f) Upon delivery of the Escrowed Funds to the Sponsor in accordance with the Offering, the Sponsor will not be entitled to any principal funds received into entire amount of the Escrow Account. If the Co-Issuers and Placement Agent do not raise $3,580,000 by _______Fund, 2023 (the “Escrow Termination Date”), the Offering will this Agreement shall be deemed to be terminated, and the Escrow Agent will promptly return shall be released and discharged from all amounts in the Escrow Account to the Subscribers and close the Escrow Account and the Co-Issuers will release all Subscribers from their commitmentsfurther obligations hereunder. (bg) Notwithstanding anything All amounts to the contrary in this Agreement, if be paid by the Escrow Agent receives joint written instructions from Co-Issuers and Placement Agent, or their respective successors or assigns, as to the disbursement Sellers or the Purchaser hereunder shall be paid by wire transfer of the Fund, the Escrow Agent shall disburse the Escrow Fund pursuant to such joint written instructions. The Escrow Agent shall have no obligation to follow any directions set forth in any joint written instructions unless and until the Escrow Agent is satisfied, in its sole discretion, that the persons executing said joint written instructions are authorized to do so. (c) Notwithstanding anything immediately available funds to the contrary appropriate account specified in this Agreement, if any amount Schedule 1 or such other account as shall be designated by the appropriate party by notice to be released at any time or under any circumstances exceeds the balance in the Fund, the Escrow Agent shall release the balance in the Fund and shall have no liability or responsibility to the Co-Issuers for any deficiency. (d) Upon delivery of any and all remaining balance in the Fund by the Escrow Agent, this Agreement shall terminate, subject except that interest may be paid to the provisions of Section 8Sellers by check.

Disposition and Termination. (a) Subject to Rule 10b-9 As soon as practicable (17 CFR 240but no later than three business days) after the date that is nine months following the date of the Securities and Exchange Act of 1934, as amended, if after a Subscriber’s funds have been deposited into the Escrow Account and the Co-Issuers notify the Escrow Agent in writing that it has rejected such subscription, the Company and Placement Agent shall provide to the Escrow Agent any information necessary to return such Subscriber’s funds to the Subscriber. Upon receipt of any such necessary information the Escrow Agent shall promptly return such funds to the applicable Subscriber. After a minimum of $[●] has been deposited into the Escrow Account (“Minimum Offering”), the Escrow Agent shall periodically transfer to the Sponsor Escrowed Funds pursuant to standing written instructions from both the Issuer and the Placement Agent as agreed among the Co-Issuers, the Placement Agent and the Escrow Agent from time to time. The Escrow agent will not transfer funds to the Sponsor until the Minimum Offering has been met. Prior to the disbursement of the Escrowed Funds to the Sponsor in accordance with the Offering, the Sponsor will not be entitled to any principal funds received into the Escrow Account. If the Co-Issuers and Placement Agent do not raise $3,580,000 by _______, 2023 this Agreement (the “Indemnification Escrow Termination Date”), Purchaser and one or both of the Offering will be terminated, and Stockholder Representatives shall direct the Escrow Agent will promptly return all amounts by joint written notice to release the remaining portion of the Indemnification Escrow Asset less any Reserved Portion (as defined herein) to the “Exchange Agent” (as defined in the Escrow Account Merger Agreement) for distribution to the Subscribers and close Shareholders in accordance with written instructions provided by one or both of the Stockholder Representatives to the Exchange Agent. Any Reserved Portion shall continue to be held in escrow under this Agreement by the Escrow Account and Agent until the Co-Issuers will claims contained in any Claim Notice(s) applicable to the Indemnification Escrow Asset described in Section 3(d) below become resolved, even if such claims have not been finally resolved prior to the Indemnification Escrow Termination Date. After the Indemnification Escrow Termination Date, the Escrow Agent shall only release all Subscribers from their commitmentsor any amount of the Reserved Portion of the Indemnification Escrow Asset to Purchaser or the Shareholders or Executives in accordance with Section 3(g) hereof. (b) As soon as practicable (but no later than three business days) after the date of the final disposition of any shareholder action or appraisal proceeding that is the subject of an indemnification claim pursuant to Sections 9.02(iii) or (iv) of the Merger Agreement (the “Litigation Escrow Termination Date”), Purchaser and one or both of the Stockholder Representatives shall direct the Escrow Agent by joint written notice to release the remaining portion of the Litigation Escrow Asset to the Exchange Agent for distribution to the Shareholders in accordance with written instructions provided by one or both of the Stockholder Representatives to the Exchange Agent. (c) If and to the extent any Executive earns the right to receive any portion of the Retention Escrow Asset in accordance with the terms of the Retention Agreement to which such Executive is a party, Purchaser and one or both of the Stockholder Representatives shall direct the Escrow Agent by joint written notice to release a portion of the Retention Escrow Asset determined in accordance with such Retention Agreement to such Executive in accordance with such joint written notice. If and to the extent any Executive’s right to receive any portion of the Retention Escrow Asset is forfeited in accordance with the terms of the Retention Agreement to which such Executive is a party, Purchaser and one or both of the Stockholder Representatives shall direct the Escrow Agent by joint written notice to release a portion of the Retention Escrow Asset determined in accordance with such Retention Agreement to the Exchange Agent for distribution to the Shareholders in accordance with written instructions provided by one or both of the Stockholder Representatives to the Exchange Agent. (d) Notwithstanding anything in this Agreement to the contrary, if on or before the Indemnification Escrow Termination Date or Litigation Escrow Termination Date, as applicable, the Escrow Agent has received from Purchaser a notice (a “Claim Notice”) specifying in reasonable detail the nature and basis for a claim for a working capital adjustment in accordance with Section 3.03 of the Merger Agreement or a claim for indemnification pursuant to Sections 9.02 of the Merger Agreement (as defined below), whether such claim applies to the Indemnification Escrow Asset (in the case of claims pursuant to Sections 9.02(i) or (ii) of the Merger Agreement) or the Litigation Escrow Asset (in the case of claims pursuant to Sections 9.02(iii) or (iv) of the Merger Agreement), and the dollar amount of the claim, or if such amount is unknown, Purchaser’s good faith reasonable estimate of the dollar amount of such claim, in each case also expressed as a number of shares of Purchaser Common Stock calculated by dividing such dollar amount by $[•]1 (the “Claimed Amount”), then the Escrow Agent shall continue to keep in the Indemnification Escrow Asset or the Litigation Escrow Asset, as applicable, an amount of shares equal to the Claimed Amount set forth in such Claim Notice(s) (the “Reserved Portion”) until such Claimed Amount is resolved as provided herein. For the avoidance of doubt, the preceding sentence shall survive the Indemnification Escrow Termination Date and the Litigation Escrow Termination Date. In any Claim Notice, Purchaser shall, in reasonable detail to the extent possible, cite the nature of the claim, the section(s) of the Merger Agreement supporting its claim, and facts and circumstances supporting its claim. (e) At the time of delivery of any Claim Notice to the Escrow Agent, a duplicate copy of such Claim Notice shall be delivered by the Purchaser to the Stockholder Representatives in accordance with the notice provisions contained in the Merger Agreement. (f) Unless one or both of the Stockholder Representatives delivers to the Escrow Agent a notice objecting in good faith to the creation of the Reserved Portion (or any amount thereof), or the claim contained in the Claim Notice (the “Contest Notice”) within twenty (20) calendar days of the Stockholder Representatives receiving the relevant Claim Notice pursuant to Section 3(d) hereof, the Escrow Agent shall, without further instructions, promptly return that portion of the Indemnification Escrow Asset or the Litigation Escrow Asset, as applicable, equal to the Claimed Amount as set forth in such Claim Notice and deliver such Purchaser Common Stock to Purchaser after prior written notice to the Stockholder Representatives. Escrow Agent shall continue to hold in escrow any contested Claimed Amount until release is otherwise authorized pursuant to Section 3(g) hereof. If any Contest Notice includes an objection to only a portion of a Claimed Amount, the Escrow Agent shall promptly release to Purchaser an amount from the Indemnification Escrow Asset or the Litigation Escrow Asset, as applicable, equal to the portion of the Claimed Amount in relation to which there is no objection after prior written notice to the Stockholder Representatives. (g) In the event that the Stockholder Representatives shall deliver a Contest Notice in accordance with Section 3(f) hereof, the Escrow Agent shall make payment with respect any Claimed Amount subject to such Contest Notice only in accordance with: (i) any joint written instructions executed by one or both of the Stockholder Representatives and Purchaser; or (ii) a written notification from Purchaser or one or both of the Stockholder Representatives of a final and non-appealable decision, order, judgment or decree of a court of competition jurisdiction or an arbitrator, which notification shall attach a copy of such final and non-appealable decision, order, judgment or decree (a “Final Order”). The Escrow Agent shall be entitled to rely on any such joint written instructions or Final Order and upon receipt thereof shall promptly liquidate and distribute that portion of the remaining Indemnification Escrow Asset or the Litigation Escrow Asset, as applicable, as instructed in such joint written instructions or Final Order. (h) Notwithstanding anything to the contrary in this Agreement, if the Escrow Agent receives joint written instructions from Co-Issuers one or both of the Stockholder Representatives and Placement AgentPurchaser, or their respective successors or assigns, as to the disbursement of the FundEscrow Asset or any portion thereof, the Escrow Agent shall disburse the Indemnification Escrow Fund Asset or the Litigation Escrow Asset, as applicable, pursuant to such joint written instructions. The Escrow Agent shall have no obligation to follow any directions set forth in any joint written instructions unless and until the Escrow Agent is satisfied, in its sole reasonable discretion, that the persons executing said joint written instructions are authorized to do so. (c) Notwithstanding anything to the contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance in the Fund, the Escrow Agent shall release the balance in the Fund and shall have no liability or responsibility to the Co-Issuers for any deficiency. (di) Upon delivery of any and all remaining balance in the Fund Escrow Asset by the Escrow AgentAgent in accordance with the terms and conditions of this Agreement, this Agreement shall terminate, subject to the provisions of Section 87.

Disposition and Termination. As soon as practicable (abut no later than three Business Days) Subject to Rule 10b-9 after the date that is eighteen (17 CFR 24018) months following the date of the Securities and Exchange Act of 1934, as amended, if after a Subscriber’s funds have been deposited into the Escrow Account and the Co-Issuers notify the Escrow Agent in writing that it has rejected such subscription, the Company and Placement Agent shall provide to the Escrow Agent any information necessary to return such Subscriber’s funds to the Subscriber. Upon receipt of any such necessary information the Escrow Agent shall promptly return such funds to the applicable Subscriber. After a minimum of $[●] has been deposited into the Escrow Account (“Minimum Offering”), the Escrow Agent shall periodically transfer to the Sponsor Escrowed Funds pursuant to standing written instructions from both the Issuer and the Placement Agent as agreed among the Co-Issuers, the Placement Agent and the Escrow Agent from time to time. The Escrow agent will not transfer funds to the Sponsor until the Minimum Offering has been met. Prior to the disbursement of the Escrowed Funds to the Sponsor in accordance with the Offering, the Sponsor will not be entitled to any principal funds received into the Escrow Account. If the Co-Issuers and Placement Agent do not raise $3,580,000 by _______, 2023 this Agreement (the “Escrow Termination Date”), the Offering will be terminatedEscrow Agent shall release the remaining portion of the Escrow Fund less any Reserved Portion (as defined herein), and as provided in a joint written instruction to the Escrow Agent will promptly return all amounts from the Parties; provided however, that if on or before the Escrow Termination Date, the Escrow Agent has not received from Buyer a Claim Notice (as defined below), the Escrow Agent shall release the full Escrow Fund as provided in a written instruction to the Escrow Agent from the Seller. Any Reserved Portion shall continue to be held in escrow under this Agreement by the Escrow Agent until the claims contained in the Escrow Account applicable Claim Notice(s) described in Section 4(b) below is resolved, even if such claims have not been finally resolved prior to the Subscribers and close Escrow Termination Date. After the Escrow Account Termination Date, the Escrow Agent shall only release all or any amount of the Reserved Portion to Buyer or Seller from the Escrow Fund pursuant to a written instruction delivered in accordance with Section 4(e) hereof. Notwithstanding anything in this Agreement to the contrary, if on or before the Escrow Termination Date, the Escrow Agent has received from Buyer a notice (a “Claim Notice”) specifying in reasonable detail the nature and basis for a claim for indemnification pursuant to the Asset Purchase Agreement and the Co-Issuers will release dollar amount of the claim, or if such amount is unknown, Buyer’s good faith reasonable estimate of the dollar amount of such claim, (the “Claimed Amount”), then following the Escrow Termination Date, the Escrow Agent shall continue to keep in escrow the number of shares equal to the quotient of (a) the aggregate Claimed Amounts with respect to all Subscribers from their commitments. outstanding Claim Notices divided by (b) the volume-weighted average trading price of the Parent Common Shares on the NASDAQ for the five trading day period ended on the Business Day prior to the Escrow Termination Date (rounded down to the nearest whole share) (the “Reserved Portion”) until such Claimed Amount is resolved as provided herein. For the avoidance of doubt, the preceding sentence shall survive the Escrow Termination Date. In any Claim Notice, Buyer shall, in reasonable detail to the extent possible, cite the nature of the claim, the section(s) of the Asset Purchase Agreement supporting its claim, and facts and circumstances supporting its claim. At the time of delivery of any Claim Notice to the Escrow Agent, a duplicate copy of such Claim Notice shall be delivered by Buyer to Seller in accordance with the notice provisions contained in the Asset Purchase Agreement. Unless Seller delivers to the Escrow Agent a notice objecting in good faith to the creation of the applicable Reserved Portion (or any amount thereof), or the claim contained in the Claim Notice (the “Contest Notice”) within thirty (30) calendar days of Seller receiving the relevant Claim Notice pursuant to Section 4(d) hereof, the Escrow Agent shall, without further instructions, promptly deliver that portion of the Escrow Fund equal to the Claimed Amount as set forth in such Claim Notice to Buyer after prior written notice to Seller. Escrow Agent shall continue to hold in escrow any contested Claimed Amount until release is otherwise authorized pursuant to Section 4(d) hereof. If any Contest Notice includes an objection to only a portion of a Claimed Amount, the Escrow Agent shall promptly release to Buyer an amount from the Escrow Fund equal to the portion of the Claimed Amount in relation to which there is no objection after prior written notice to Seller. In the event that Seller shall deliver a Contest Notice in accordance with Section 4(d) hereof, Seller and Buyer shall negotiate in good faith for a period of forty-five (45) days after delivery of the Contest Notice to Buyer in an effort to settle the claim contained in the relevant Claim Notice or agree on the appropriate Reserved Portion, if any, to be applied against the Escrow Fund pursuant to the relevant Claim Notice. The Escrow Agent shall make payment with respect any Claimed Amount subject to such Contest Notice only in accordance with: (i) any joint written instructions executed by both Seller and Buyer authorizing the release to Buyer of the portion of the Fund that is agreed upon as the amount recoverable in respect of the Contest Notice; or (ii) a written notification from Buyer of a final and non-appealable order, decision, judgment or decree of a court or arbitrator of competent jurisdiction (a “Final Order”) authorizing the release to Buyer of any portion of the Claimed Amount including a copy of such Final Order. The Escrow Agent shall be entitled to rely on any such joint written instructions or Final Order. In such event, Buyer may cancel the number of shares (rounded down to the nearest whole share) equal to (A) the amount set forth in such joint written instructions or Final Order divided by (B) the volume-weighted average trading price of the Parent common shares on NASDAQ for the five trading day period ended on the Business Day prior to the day of cancellation. The Escrow Agent shall also deliver the Claimed Amount to Seller upon receipt of upon a written notification from Seller of a Final Order, including a copy of such Final Order, authorizing the release to Seller of any portion of the Claimed Amount. Notwithstanding anything to the contrary in this Agreement, if the Escrow Agent receives joint written instructions from Co-Issuers Seller and Placement AgentBuyer, or their respective successors or assigns, delivered in accordance with the provisions of this Agreement as to the disbursement of the Escrow Fund, the Escrow Agent shall disburse the Escrow Fund pursuant to such joint written instructions. The Escrow Agent shall have no obligation to follow any directions set forth in any joint written instructions unless and until the Escrow Agent is satisfied, in its sole reasonable discretion, that the persons executing said joint written instructions are authorized to do so. (c) . Notwithstanding anything to the contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance in then current market value of the remaining Escrow Fund, the Escrow Agent shall release the balance in remaining portion of the Escrow Fund and shall have no liability or responsibility to the Co-Issuers Parties for any deficiency. (d) . Upon delivery of any and all remaining balance in the Escrow Fund by the Escrow Agent, this Agreement shall terminate, subject to the provisions of Section 8.

Disposition and Termination. (a) Subject to Rule 10b-9 (17 CFR 240) Promptly after the date that is the one-year anniversary of the Securities and Exchange Act of 1934Closing Date (the “Escrow End Date”), as amended, if but no later than two Business Days after a Subscriber’s funds have been deposited into the Escrow Account and End Date, the Co-Issuers notify Parties shall direct the Escrow Agent in writing that it has rejected such subscriptionto, the Company and Placement Agent shall provide to the Escrow Agent any information necessary to return such Subscriber’s funds to the Subscriber. Upon receipt of any such necessary information the Escrow Agent shall promptly return (but no later than three Business Days following such funds direction), release the remaining portion of the Escrow Fund less the number of Indemnity Escrow Shares equal to the applicable Subscriber. After a minimum number of $[●] has been deposited into the Buyer Shares equal to the quotient of (i) the Escrow Reserve Amounts divided by (ii) the Escrow End Date VWAP, which number of Indemnity Escrow Shares shall continue to be held and safeguarded in the Escrow Account (the “Minimum OfferingReserved Portion”) by the Escrow Agent until any Pending Claim as described in Section 6(b) becomes resolved, even if such claim has not been finally resolved prior to the Escrow End Date. As contemplated by Section 2.7(b)(iii) of the SPA, following resolution from time to time of any Pending Claim, Seller and Buyer shall direct the Escrow Agent to distribute from the Escrow Account to Seller, to Buyer, or to both, a number of Indemnity Escrow Shares or Released Indemnity Escrow Shares, equal to such portion of the Escrow Reserve Amounts as is appropriate, as calculated by the Parties pursuant to the SPA, for the resolution of any Pending Claim. After the Escrow End Date, the Escrow Agent shall only release all or any amount of the Reserved Portion to Seller from the Escrow Fund pursuant to a written instruction delivered in accordance with Section 6(f). (b) Notwithstanding anything in this Agreement to the contrary, if before the Escrow End Date the Escrow Agent has received from Buyer a written notice (a “Buyer Claim Notice”) specifying in reasonable detail the nature and basis for a claim for indemnification pursuant to the SPA and the amounts contemplated by any and all claims for indemnification submitted by Buyer in accordance with Article VII of the SPA, then the Escrow Agent shall continue to keep in escrow the Reserved Portion until such Pending Claim is resolved as provided in the SPA and herein. For the avoidance of doubt, the preceding sentence shall survive the Escrow End Date. In any Buyer Claim Notice, Buyer shall, in reasonable detail to the extent possible, cite the nature of the claim, the section or sections of the SPA supporting its claim, and facts and circumstances to the extent known, after due inquiry, by Buyer supporting its claim. (c) At the time of delivery of any Buyer Claim Notice to the Escrow Agent, a duplicate copy of such Buyer Claim Notice shall be delivered by Buyer to Seller. (d) Unless Seller delivers to the Escrow Agent a written notice objecting in good faith to the creation of the Reserved Portion (or any amount thereof), or the claim contained in the Buyer Claim Notice (the “Contest Notice”) within twenty days of Seller receiving the relevant Buyer Claim Notice pursuant to Section 6(c), the Escrow Agent shall periodically transfer shall, without further instructions, promptly distribute that portion of the Escrow Fund equal to the Sponsor Escrowed Funds Reserved Portion as determined herein in accordance with Section 2.7(b)(ii)(B) of the SPA, and deliver such amount to Buyer after prior written notice to Seller. The Escrow Agent shall continue to hold in escrow any contested Reserved Portion until release is otherwise authorized pursuant to standing written instructions from both Section 6(e). If any Contest Notice includes an objection to only a portion of the Issuer and the Placement Agent as agreed among the Co-IssuersReserved Portion, the Placement Agent and the Escrow Agent shall promptly release to Buyer an amount from time the Escrow Fund equal to timethe portion of the Reserved Portion in relation to which there is no objection after prior written notice to Seller. (e) In the event that Seller shall deliver a Contest Notice in accordance with Section 6(d), Seller and Buyer shall negotiate in good faith for a period of thirty days after delivery of the Contest Notice to Buyer in an effort to settle the claim contained in the relevant Buyer Claim Notice or agree on the appropriate Reserved Portion, if any, to be applied against the Escrow Fund pursuant to the relevant Buyer Claim Notice. The Escrow agent will not transfer funds Agent shall make payment with respect to the Sponsor until the Minimum Offering has been met. Prior any Reserved Portion subject to the disbursement of the Escrowed Funds to the Sponsor such Contest Notice only in accordance with the Offering, the Sponsor will not a Final Determination. The Escrow Agent shall be entitled to any principal funds received into rely on the Final Determination and upon receipt thereof shall promptly distribute that portion of the remaining Escrow Account. If Fund in accordance with Sections 2.7(b) and 7.6 of the Co-Issuers and Placement Agent do not raise $3,580,000 by _______, 2023 (the “Escrow Termination Date”), the Offering will be terminated, and the Escrow Agent will promptly return all amounts in the Escrow Account to the Subscribers and close the Escrow Account and the Co-Issuers will release all Subscribers from their commitmentsSPA. (bf) Notwithstanding anything to the contrary in this Agreement, if the Escrow Agent receives joint written instructions from Co-Issuers Seller and Placement AgentBuyer, or their respective successors or assigns, as to the disbursement release of the Fundany Escrow Asset, the Escrow Agent shall disburse the release such Escrow Fund Assets pursuant to such joint written instructions. The Escrow Agent shall have no obligation to follow any directions set forth in any joint written instructions unless and until the Escrow Agent is satisfied, in its sole reasonable discretion, that the persons individuals executing said joint written instructions are authorized to do so. (cg) Notwithstanding anything to the contrary in this AgreementAgreement or the SPA, if any amount to be released at any time or under any circumstances exceeds the balance in then current market value of the remaining Escrow Fund, the Escrow Agent shall release the balance in remaining portion of the Escrow Fund and shall have no liability or responsibility to the Co-Issuers Parties for any deficiency. (dh) Upon delivery of any and all remaining balance in the Fund Escrow Assets by the Escrow Agent, this Agreement shall terminate, subject to the provisions of Section 819.

Disposition and Termination. (a) Subject to Rule 10b-9 (17 CFR 240) of the Securities and Exchange Act of 1934, as amended, if after a Subscriber’s funds have been deposited into the Escrow Account and the Co-Issuers notify If the Escrow Agent in writing that it has rejected such subscriptionreceives joint written instructions at any time signed by both Parent and the Stockholders’ Agent directing the disposition of all or any portion of the Escrow Fund, the Company and Placement Escrow Agent shall release from the Escrow Fund the amount set forth in such instructions as soon as practicable, but in no event later than two (2) Business Days (as defined hereinafter) after the date of the Escrow Agent’s receipt of such instructions. (b) If Parent seeks the release of all or a portion of the Escrow Fund during the period prior to the Final Distribution Date in connection with a Claim pursuant to and in accordance with Sections 9 or 1.9 of the Merger Agreement, Parent shall provide written notice concurrently to the Escrow Agent and the Stockholders’ Agent describing the Claim (a “Notice of Claim”), which Notice of Claim shall set forth the Claim in reasonable detail, including Parent’s good faith estimate of the amount of the Claim, and other evidence indicating that Parent is entitled to indemnification under Section 9 of the Merger Agreement or an adjustment of the Merger Consideration pursuant to Section 1.9 of the Merger Agreement. The Escrow Agent will have no obligation to verify the validity of any information necessary to return Notice of Claim or that delivery of such Subscriber’s funds Notice of Claim has been made by Parent to the SubscriberStockholders’ Agent. Upon The Escrow Agent shall release to Parent the amount set forth in such Notice of Claim from the Escrow Fund on the date that is ten (10) Business Days after the Escrow Agent’s receipt of such written Notice of Claim unless, within such ten (10) Business Day period, the Stockholders’ Agent provides written notice to Parent and the Escrow Agent disputing, in good faith, the validity or appropriateness of the release of such amount to Parent (the “Response Notice”). In the event that the Escrow Agent receives a Response Notice from the Stockholders’ Agent within such 10-Business Day period disputing Parent’s right to all or any such necessary information portion of the amount sought in the Notice of Claim, then the Escrow Agent shall promptly return (i) continue to hold the disputed portion of the Escrow Fund sought in such funds Notice of Claim (any such amounts, the “Reserved Amounts”), together with any portion of the Escrow Fund not subject to such Notice of Claim or Response Notice, (ii) release to Parent such non-disputed portion of the Escrow Fund sought in the Notice of Claim, and (iii) release such disputed portion of the Escrow Fund sought in the Notice of Claim upon receiving joint written instructions from Parent and the Stockholders’ Agent to effect such release. If within fifteen (15) Business Days of Parent’s receipt of a Response Notice, Parent and the Stockholders’ Agent do not resolve any amount disputed in such Response Notice, then Parent and the Stockholders’ Agent will resolve any dispute in accordance with the procedures for resolving such disputes contained in the Merger Agreement. Parent and the Stockholders’ Agent shall submit evidence of the final resolution of such dispute to the applicable Subscriber. After a minimum Escrow Agent within two (2) Business Days of $[●] has been deposited into the final resolution of such dispute, and the Escrow Account Agent shall disburse or retain the disputed amount in accordance with such resolution. (c) On [Insert date that is one year following the Effective Time] (the “Minimum OfferingFinal Distribution Date”), the Escrow Agent shall periodically transfer release to the Sponsor Escrowed Funds Stockholders’ Agent all amounts remaining in the Escrow Fund, if any, less any Reserved Amounts that would be required under Section 4(b) to satisfy pending or unresolved Claims properly asserted pursuant to standing written instructions from both the Issuer and the Placement Agent as agreed among the Co-Issuers, the Placement Agent and a Notice of Claim received by the Escrow Agent from time prior to timethe Final Distribution Date. Such funds shall be released pursuant to written instructions provided to the Escrow Agent by the Stockholders’ Agent (the “Final Distribution Instructions”). The Escrow agent will not transfer funds Agent shall distribute the final payments to the Sponsor Stockholders’ Agent by wire transfer to an account(s) specified for such purpose as indicated on Schedule 2 or to such account(s) as otherwise specified by the Final Distribution Instructions. (d) Any Reserved Amounts shall remain in escrow until the Minimum Offering has been metfinal resolution of the related Claims. Prior Following final resolution of any such Claims, the Reserved Amounts shall be released pursuant to the disbursement joint written instructions of Parent and the Escrowed Funds to the Sponsor Stockholders’ Agent or in accordance with the Offeringfinal resolution of such dispute, the Sponsor will not which shall be entitled submitted to any principal funds received into the Escrow AccountAgent by Parent and the Stockholders’ Agent within two (2) Business Days after such resolution. If Notwithstanding the Co-Issuers foregoing, if a Notice of Claim relates to a Claim under Section 1.9 of the Merger Agreement and Placement Parent and the Stockholders’ Agent do not raise $3,580,000 by _______have submitted the Claim to an accounting firm in accordance with Section 1.9(d) of the Merger Agreement, 2023 (the “Escrow Termination Date”), the Offering will be terminated, and then the Escrow Agent will promptly return consider the determination of such accounting firm to be final and binding on the parties and upon receipt of such determination along with joint written instruction of Parent and the Stockholders’ Agent to disburse an amount of the Escrow Fund specified in such accounting firm determination, the Escrow Agent shall deliver the amount of such Claim to Parent in accordance with such accounting firm determination and joint instruction. (e) Upon the distribution of all amounts remaining in the Escrow Account to the Subscribers and close the Fund, this Escrow Account and the Co-Issuers will release all Subscribers from their commitmentsAgreement shall terminate. (bf) Notwithstanding anything to the contrary in this Escrow Agreement or the Merger Agreement, if this Escrow Agreement and the deposit of the Escrow Agent receives joint written instructions from Co-Issuers Deposit are without prejudice to and Placement are not in limitation of any obligations of Parent, the Stockholders’ Agent, the Principal Stockholders or their respective successors or assigns, as the Escrow Participants in respect to the disbursement any of the Fundcovenants, the Escrow Agent shall disburse the Escrow Fund pursuant to representations or warranties of such joint written instructions. The Escrow Agent shall have no obligation to follow any directions set forth in any joint written instructions unless and until the Escrow Agent is satisfied, in its sole discretion, that the persons executing said joint written instructions are authorized to do so. (c) Notwithstanding anything to the contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance parties contained in the Fund, the Escrow Agent shall release the balance in the Fund and shall have no liability or responsibility to the Co-Issuers for any deficiencyMerger Agreement. (d) Upon delivery of any and all remaining balance in the Fund by the Escrow Agent, this Agreement shall terminate, subject to the provisions of Section 8.

Disposition and Termination. (a) Subject to Rule 10b-9 (17 CFR 240) of the Securities and Exchange Act of 1934, as amended, if after a Subscriber’s funds have been deposited into the Escrow Account and the Co-Issuers notify the Escrow Agent in writing that it has rejected such subscription, the Company and Placement Agent shall provide to the Escrow Agent any information necessary to return such Subscriber’s funds to the Subscriber. Upon receipt of any such necessary information the Escrow Agent shall promptly return such funds to the applicable Subscriber. After a minimum of $[●] 1,500,000 has been deposited into the Escrow Account (“Minimum Offering”), the Escrow Agent shall periodically transfer to the Sponsor Escrowed Funds pursuant to standing written instructions from both the Issuer and the Placement Agent as agreed among the Co-Issuers, the Placement Agent and the Escrow Agent from time to time. The Escrow agent will not transfer funds to the Sponsor until the Minimum Offering has been met. Prior to the disbursement of the Escrowed Funds to the Sponsor in accordance with the Offering, the Sponsor will not be entitled to any principal funds received into the Escrow Account. If the Co-Issuers and Placement Agent do not raise $3,580,000 by _____2,150,000 within 12 months of December __, 2023 2021 (the “Escrow Termination Date”), the Offering will be terminated, and the Escrow Agent will promptly return all amounts in the Escrow Account to the Subscribers and close the Escrow Account and the Co-Issuers will release all Subscribers from their commitments. (b) Notwithstanding anything to the contrary in this Agreement, if the Escrow Agent receives joint written instructions from Co-Issuers and Placement Agent, or their respective successors or assigns, as to the disbursement of the Fund, the Escrow Agent shall disburse the Escrow Fund pursuant to such joint written instructions. The Escrow Agent shall have no obligation to follow any directions set forth in any joint written instructions unless and until the Escrow Agent is satisfied, in its sole discretion, that the persons executing said joint written instructions are authorized to do so. (c) Notwithstanding anything to the contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance in the Fund, the Escrow Agent shall release the balance in the Fund and shall have no liability or responsibility to the Co-Issuers for any deficiency. (d) Upon delivery of any and all remaining balance in the Fund by the Escrow Agent, this Agreement shall terminate, subject to the provisions of Section 8.