Common use of Escrow Agent to Hold and Disburse the Escrowed Funds Clause in Contracts

Escrow Agent to Hold and Disburse the Escrowed Funds. The Escrow Agent will retain the Escrowed Funds in a non-interest bearing escrow account and disburse the Escrowed Funds pursuant to the terms of this Agreement, as follows: a. The Escrowed Funds shall be held by the Escrow Agent for the purpose of indemnification under Section 5 hereof by the Company and the Selling Shareholder, for a period of two (2) years from the closing of the Offering. Disbursement of such escrow funds shall be determined by an independent third-party trustee, to be chosen by mutual consent of the Company, Selling Shareholder and Placement Agent, subject to the presence of any threatened litigation or proceeding in connection to the Placement Agent acting in its capacity as placement agent in the Offering and the aftermarket effect of the Offering. b. In the event that any litigation or proceeding arising out of any matter in connection with the Offering in connection to the Placement Agent acting in its capacity as placement agent within two (2) years following the Closing Date and for which the Company, the Selling Shareholder, the Placement Agent, the Escrow Agent or the Escrowed Funds becomes the subject of such litigation or proceeding, the Placement Agent, Selling Shareholder and the Company hereby authorize the Escrow Agent, at the Placement Agent’s sole instruction upon Placement Agent’s written notice to the Escrow Agent if not otherwise so required, to release and deposit the Escrowed Funds with the clerk of the court in which the litigation is pending for the purpose of indemnifying and defending the Placement Agent in such litigation and proceeding, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility with regard thereto to the extent determined by any such court. The Company, the Selling Shareholder and the Placement Agent further hereby authorize the Escrow Agent, if it receives conflicting claims to any of the Escrowed Funds, is threatened with litigation, in its capacity as escrow agent under this Agreement, or if the Escrow Agent determines it is necessary to do so for any other reason relating to this Agreement or the Offering, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrowed Funds with the clerk of that court and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder to the parties from which they were received to the extent determined by such court.

Escrow Agent to Hold and Disburse the Escrowed Funds. The Escrow Agent will retain the Escrowed Funds in a non-interest bearing an escrow account and disburse the Escrowed Funds pursuant to the terms of this Agreement, as follows: a. The Escrowed Funds shall be held by the Escrow Agent for the purpose of satisfying the initial $400,000 of the indemnification under obligations of the Company, with respect to the Escrowed Funds, pursuant to Section 5 hereof 2(b) of the Underwriting Agreement dated [●], 2024 by and among the Company and the Selling ShareholderUnderwriter (the “Underwriting Agreement”), for a period of two (2) years 12 months from the closing of the Offering. Offering (the “Claims Period”). b. Disbursement of such escrow funds Escrowed Funds shall be determined by an independent third-party trusteeintermediary (who shall have the requisite experience in determining indemnification claims), to be chosen by mutual written consent of the Company, Selling Shareholder and Placement Agent, subject to the presence of any threatened litigation or proceeding in connection to the Placement Agent acting in its capacity as placement agent in the Offering Company and the aftermarket effect of Underwriter. If the OfferingCompany and the Underwriter are unable to agree on such intermediary within 30 days upon a written claim for indemnification by the Underwriter, such intermediary shall be a single arbitrator (with the requisite experience in determining indemnification claims) selected by the American Arbitration Association’s Florida office. b. c. In the event that any litigation or proceeding arising out of any matter in connection with the Offering in connection to the Placement Agent Underwriter acting in its capacity as placement agent underwriter (which matter would be covered by the Company’s indemnification obligations under the Underwriting Agreement) within two (2) years 12 months following the Closing Date and for in which the Company, the Selling Shareholder, the Placement AgentUnderwriter, the Escrow Agent or the Escrowed Funds becomes the subject of such litigation or proceeding, the Placement Agent, Selling Shareholder Underwriter and the Company hereby authorize the Escrow Agent, at the Placement AgentUnderwriter’s sole instruction upon Placement AgentUnderwriter’s written notice to the Escrow Agent if not otherwise so required, to release and deposit the Escrowed Funds with the clerk of the court in which the litigation is pending for the purpose of indemnifying and defending the Placement Agent Underwriter in such litigation and proceeding, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility with regard thereto to the extent determined by any such court. The Company, the Selling Shareholder Company and the Placement Agent Underwriter further hereby authorize the Escrow Agent, if it receives conflicting claims to any of the Escrowed Funds, Funds or is threatened with litigation, litigation in its capacity as escrow agent under this Agreement, or if the Escrow Agent determines it is necessary to do so for any other reason relating to this Agreement or the Offering, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrowed Funds with the clerk of that court and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder to the parties from which they were received to the extent determined by such court. d. In all instances, if either (i) no claim for indemnity is made by the Underwriter during the Claims Period or (ii) it is finally determined that the Underwriter is not entitled to any disbursement (or any further disbursement, as the case may be) of Escrowed Funds by the conclusion of the Claims Period, the Escrow Agent shall, upon joint written instruction from the Company and the Underwriter, disburse to the Company the full balance of the Escrowed Funds then held by wire transfer of immediately available funds to an account designated by the Company. e. Upon the commencement of this Agreement the Company may request that the Escrow Agent deposit the Escrowed Funds in an “IntraFi Cash Service” account (IntraFi Network Deposit).

Escrow Agent to Hold and Disburse the Escrowed Funds. The Escrow Agent will retain the Escrowed Funds in a non-interest bearing an escrow account and disburse the Escrowed Funds pursuant to the terms of this Agreement, as follows: a. The Escrowed Funds shall be held by the Escrow Agent for the purpose of satisfying the initial $600,000 of the indemnification under obligations of the Company, with respect to the Escrowed Funds, pursuant to Section 5 hereof 2 of the Underwriting Agreement dated [●], 2022 by and between the Company and the Selling ShareholderUnderwriter (the “Underwriting Agreement”), for a period of two (2) years 12 months from the closing of the Offering. Offering (the “Claims Period”). b. Disbursement of such escrow funds Escrowed Funds shall be determined by an independent third-party trusteeintermediary (who shall have the requisite experience in determining indemnification claims), to be chosen by mutual written consent of the Company, Selling Shareholder and Placement Agent, subject to the presence of any threatened litigation or proceeding in connection to the Placement Agent acting in its capacity as placement agent in the Offering Company and the aftermarket effect of Underwriter. If the OfferingCompany and the Underwriter are unable to agree on such intermediary within 30 days upon a written claim for indemnification by the Underwriter, such intermediary shall be a single arbitrator (with the requisite experience in determining indemnification claims) selected by the American Arbitration Association’s Florida office. b. c. In the event that any litigation or proceeding arising out of any matter in connection with the Offering in connection to the Placement Agent Underwriter acting in its capacity as placement agent underwriter (which matter would be covered by the Company’s indemnification obligations under the Underwriting Agreement) within two (2) years 12 months following the Closing Date and for in which the Company, the Selling Shareholder, the Placement AgentUnderwriter, the Escrow Agent or the Escrowed Funds becomes the subject of such litigation or proceeding, the Placement Agent, Selling Shareholder Underwriter and the Company hereby authorize the Escrow Agent, at the Placement AgentUnderwriter’s sole instruction upon Placement AgentUnderwriter’s written notice to the Escrow Agent if not otherwise so required, to release and deposit the Escrowed Funds with the clerk of the court in which the litigation is pending for the purpose of indemnifying and defending the Placement Agent Underwriter in such litigation and proceeding, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility with regard thereto to the extent determined by any such court. The Company, the Selling Shareholder Company and the Placement Agent Underwriter further hereby authorize the Escrow Agent, if it receives conflicting claims to any of the Escrowed Funds, is threatened with litigation, litigation in its capacity as escrow agent under this Agreement, or if the Escrow Agent determines it is necessary to do so for any other reason relating to this Agreement or the Offering, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrowed Funds with the clerk of that court and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder to the parties from which they were received to the extent determined by such court. d. In all instances, if either (i) no claim for indemnity is made by the Underwriter during the Claims Period or (ii) it is finally determined that the Underwriter is not entitled to any disbursement (or any further disbursement, as the case may be) of Escrowed Funds by the conclusion of the Claims Period, the Escrow Agent shall, upon joint written instruction from the Company and the Underwriter, disburse to the Company the full balance of the Escrowed Funds then held by wire transfer of immediately available funds to an account designated by the Company.

Escrow Agent to Hold and Disburse the Escrowed Funds. The Escrow Agent will retain the Escrowed Funds in a non-interest bearing an escrow account and disburse the Escrowed Funds pursuant to the terms of this Agreement, as follows: a. The Escrowed Funds shall be held by the Escrow Agent for the purpose of satisfying the initial $600,000 of the indemnification under obligations of the Company pursuant to Section 5 hereof 2 of the Underwriting Agreement dated December 18, 2018 by and between the Company and the Selling ShareholderUnderwriter (the “Underwriting Agreement”), for a period of two eighteen (218) years months from the closing of the Offering, or longer (upon written notice from the Underwriter to the Company and the Escrow Agent) if there is evidence (to be reasonably detailed in such written notice) that may reasonably result in the Company having to indemnify the Underwriter in accordance with the terms of the Underwriting Agreement, but in no event shall the Escrowed Funds be held in escrow for longer than twenty-four (24) months. The initial eighteen (18) month period during which the Escrowed Funds shall be held is referred to herein as the “Initial Claims Period” and the twenty-four (24) month period referred to in this Section 3(a) is referred to herein as the “Extended Claims Period”. b. Disbursement of such escrow funds Escrowed Funds upon a claim of indemnity pursuant to the terms of the Underwriting Agreement shall be determined by an independent third-party trustee, intermediary (who shall have the requisite experience in determining indemnification claims) to be chosen by mutual written consent of the Company, Selling Shareholder and Placement Agent, subject to the presence of any threatened litigation or proceeding in connection to the Placement Agent acting in its capacity as placement agent in the Offering Company and the aftermarket effect of Underwriter. If the OfferingCompany and the Underwriter are unable to agree on such intermediary within 30 days upon a written claim for indemnity by the Underwriter, such intermediary shall be a single arbitrator (with the requisite experience in determining indemnification claims) selected by the American Arbitration Association’s New York office. b. In c. Notwithstanding the last sentence of Section 3(a), in the event that any litigation or proceeding arising out of any matter in connection with the Offering in connection to the Placement Agent Underwriter acting in its capacity as placement agent underwriter (which matter would be covered by the Company’s indemnification obligations under the Underwriting Agreement) within two eighteen (218) years months following the Closing Date Date, or longer if there is evidence that may reasonably result in the Company having to indemnify the Underwriter but in no event shall the Escrowed Funds be held in escrow for longer than twenty-four (24) months, and for in which the Company, the Selling Shareholder, the Placement AgentUnderwriter, the Escrow Agent or the Escrowed Funds becomes the subject of such litigation or proceeding, the Placement Agent, Selling Shareholder Underwriter and the Company hereby authorize the Escrow Agent, at the Placement AgentUnderwriter’s sole instruction upon Placement AgentUnderwriter’s written notice to the Escrow Agent if not otherwise so required, to release and deposit the Escrowed Funds with the clerk of the court in which the litigation is pending for the purpose of indemnifying and defending the Placement Agent Underwriter in such litigation and proceeding, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility with regard thereto to the extent determined by any such court. The Company, the Selling Shareholder Company and the Placement Agent Underwriter further hereby authorize the Escrow Agent, if it receives conflicting claims to any of the Escrowed Funds, is threatened with litigation, litigation in its capacity as escrow agent under this Agreement, or if the Escrow Agent determines it is necessary to do so for any other reason relating to this Agreement or the Offering, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrowed Funds with the clerk of that court and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder to the parties from which they were received to the extent determined by such court. d. In all instances, if either (i) no claim for indemnity is made by the Underwriter during the Initial Claims Period (and there is no Extended Claims Period) or (ii) it is determined that the Underwriter is not entitled to any disbursement (or any further disbursement, as the case may be) of Escrowed Funds by the conclusion of the Extended Claims Period, the Escrow Agent shall, upon joint written instruction from the Company and the Underwriter, disburse to the Company the full balance of the Escrowed Funds then held by wire transfer of immediately available funds to an account designated by the Company.

Escrow Agent to Hold and Disburse the Escrowed Funds. The Escrow Agent will retain the Escrowed Funds and interest, if any, in a non-interest bearing escrow account the Escrow Account and disburse the Escrowed Funds pursuant to the terms of this Agreement, as follows: a. The Escrowed Funds shall be held by the Escrow Agent for the purpose of satisfying the initial $300,000 of the indemnification under obligations of the Company, if any , pursuant to Section 5 hereof 6.1.3 of the Underwriting Agreement dated _____, 2024 by and between the Company and the Selling ShareholderUnderwriter, for a period of two fifteen (215) years months from the closing of the Offering. Promptly following the date that is 15 months after the closing of the Offering, the Escrow Agent shall retain in the Escrow Account such amount that is the subject of all claim notices delivered by the Underwriter to the Company in accordance with Section 6.1 of the Underwriting Agreement, and shall release and distribute the remaining balance of the Escrow Account, if any, to the Company (subject to withholding as applicable). Disbursement of such escrow funds Escrowed Funds, if not mutually agreed to by the Company and the Underwriter, shall be determined by an independent third-party trustee, to be chosen by mutual consent of the Company, Selling Shareholder and Placement Agent, subject to the presence of any threatened litigation or proceeding in connection to the Placement Agent acting in its capacity as placement agent in the Offering Company and the aftermarket effect of the OfferingUnderwriter. b. In Notwithstanding the last sentence of the prior paragraph, in the event that any litigation litigation, proceeding, investigation or proceeding inquiry (including, but not limited to, any regulatory inquiry, or stock volatility related inquiry) arising out of any matter in connection with the Offering in connection to the Placement Agent Underwriter acting in its capacity as placement agent underwriter within two fifteen (215) years months following the Closing Date and for in which the Company, the Selling Shareholder, the Placement AgentUnderwriter, the Escrow Agent or the Escrowed Funds becomes the subject of such litigation or litigation, proceeding, investigation or inquiry (including, but not limited to, any regulatory inquiry, or stock volatility related inquiry), the Placement Agent, Selling Shareholder Underwriter and the Company hereby authorize the Escrow Agent, at the Placement AgentUnderwriter’s sole instruction upon Placement AgentUnderwriter’s written notice to the Escrow Agent if not otherwise so required, to release and deposit the Escrowed Funds with the clerk of the court in which the litigation is pending for the purpose of indemnifying and defending the Placement Agent in Underwriter such litigation and proceeding, or any equivalent competent officer or department of relevant authorities in case of an investigation or inquiry, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility with regard thereto to the extent determined by any such court, or any equivalent competent office or department of relevant authorities in case of an investigation or inquiry. The Company, the Selling Shareholder Company and the Placement Agent Underwriter further hereby authorize the Escrow Agent, if it receives conflicting claims to any of the Escrowed Funds, is threatened with litigation, proceeding, investigation or inquiry, in its capacity as escrow agent under this Agreement, or if the Escrow Agent determines it is necessary to do so for any other reason relating to this Agreement or the Offering, to interplead all interested parties in any court of competent jurisdiction jurisdiction, or any equivalent competent office or department of relevant authorities in case of an investigation or inquiry, and to deposit the Escrowed Funds with the clerk of that court court, or any equivalent competent officer or department of relevant authorities in case of an investigation or inquiry, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder to the parties from which they were received to the extent determined by such court, or equivalent competent office or department.

Escrow Agent to Hold and Disburse the Escrowed Funds. The Escrow Agent will retain the Escrowed Funds in a non-interest bearing an escrow account and disburse the Escrowed Funds pursuant to the terms of this Agreement, as follows: a. The Escrowed Funds shall be held by the Escrow Agent for the purpose of satisfying the initial $600,000 of the indemnification under obligations of the Company pursuant to Section 5 hereof 2 of the Underwriting Agreement dated [●], 2018 by and between the Company and the Selling ShareholderUnderwriter (the “Underwriting Agreement”), for a period of two eighteen (218) years months from the closing of the Offering, or longer (upon written notice from the Underwriter to the Company and the Escrow Agent) if there is evidence (to be reasonably detailed in such written notice) that may reasonably result in the Company having to indemnify the Underwriter in accordance with the terms of the Underwriting Agreement, but in no event shall the Escrowed Funds be held in escrow for longer than twenty-four (24) months. The initial eighteen (18) month period during which the Escrowed Funds shall be held is referred to herein as the “Initial Claims Period” and the twenty-four (24) month period referred to in this Section 3(a) is referred to herein as the “Extended Claims Period”. b. Disbursement of such escrow funds Escrowed Funds upon a claim of indemnity pursuant to the terms of the Underwriting Agreement shall be determined by an independent third-party trustee, intermediary (who shall have the requisite experience in determining indemnification claims) to be chosen by mutual written consent of the Company, Selling Shareholder and Placement Agent, subject to the presence of any threatened litigation or proceeding in connection to the Placement Agent acting in its capacity as placement agent in the Offering Company and the aftermarket effect of Underwriter. If the OfferingCompany and the Underwriter are unable to agree on such intermediary within 30 days upon a written claim for indemnity by the Underwriter, such intermediary shall be a single arbitrator (with the requisite experience in determining indemnification claims) selected by the American Arbitration Association’s New York office. b. In c. Notwithstanding the last sentence of Section 3(a), in the event that any litigation or proceeding arising out of any matter in connection with the Offering in connection to the Placement Agent Underwriter acting in its capacity as placement agent underwriter (which matter would be covered by the Company’s indemnification obligations under the Underwriting Agreement) within two eighteen (218) years months following the Closing Date Date, or longer if there is evidence that may reasonably result in the Company having to indemnify the Underwriter but in no event shall the Escrowed Funds be held in escrow for longer than twenty-four (24) months, and for in which the Company, the Selling Shareholder, the Placement AgentUnderwriter, the Escrow Agent or the Escrowed Funds becomes the subject of such litigation or proceeding, the Placement Agent, Selling Shareholder Underwriter and the Company hereby authorize the Escrow Agent, at the Placement AgentUnderwriter’s sole instruction upon Placement AgentUnderwriter’s written notice to the Escrow Agent if not otherwise so required, to release and deposit the Escrowed Funds with the clerk of the court in which the litigation is pending for the purpose of indemnifying and defending the Placement Agent Underwriter in such litigation and proceeding, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility with regard thereto to the extent determined by any such court. The Company, the Selling Shareholder Company and the Placement Agent Underwriter further hereby authorize the Escrow Agent, if it receives conflicting claims to any of the Escrowed Funds, is threatened with litigation, litigation in its capacity as escrow agent under this Agreement, or if the Escrow Agent determines it is necessary to do so for any other reason relating to this Agreement or the Offering, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrowed Funds with the clerk of that court and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder to the parties from which they were received to the extent determined by such court. d. In all instances, if either (i) no claim for indemnity is made by the Underwriter during the Initial Claims Period (and there is no Extended Claims Period) or (ii) it is determined that the Underwriter is not entitled to any disbursement (or any further disbursement, as the case may be) of Escrowed Funds by the conclusion of the Extended Claims Period, the Escrow Agent shall, upon joint written instruction from the Company and the Underwriter, disburse to the Company the full balance of the Escrowed Funds then held by wire transfer of immediately available funds to an account designated by the Company.

Escrow Agent to Hold and Disburse the Escrowed Funds. The Escrow Agent will retain deposit the Escrowed Funds in into a non-interest bearing escrow account and disburse the Escrowed Funds pursuant to the terms of this Agreement, as follows: a. The Escrowed Funds shall be held by released to the to the Company as invoices become due for dividend payments due on the Series A Preferred Shares pursuant to Section 3.21 of the Securities Purchase Agreement and Section 2 of the Series A Certificate of Designation and upon the Escrow Agent for the purpose Agent’s receipt of indemnification under Section 5 hereof by joint written notice from the Company and the Selling Shareholder, for a period of two (2) years from the closing of the Offering. Disbursement of such escrow funds shall be determined by an independent third-party trustee, to be chosen by mutual consent of the Company, Selling Shareholder and Placement Agent, subject to the presence of any threatened litigation or proceeding in connection to the Placement Agent acting in its capacity as placement agent Newbridge in the Offering and the aftermarket effect form of the OfferingExhibit B hereto. b. In the event that any litigation this Agreement, the Escrowed Funds, or proceeding arising out of any matter in connection with the Offering in connection to the Placement Agent acting Escrow Agent, in its capacity as placement escrow agent within two (2) years following the Closing Date and for which the Companyunder this Agreement, the Selling Shareholder, the Placement Agent, the Escrow Agent or the Escrowed Funds becomes the subject of such litigation, or if the Escrow Agent determines it is necessary do so for any other reason relating to litigation or proceedingarising out of this Agreement, the Placement AgentOffering or the Securities Purchase Agreement, Selling Shareholder each of the Company and the Company hereby authorize Purchasers authorizes the Escrow Agent, at the Placement Agent’s sole instruction upon Placement Agent’s written notice to the Escrow Agent its option if not otherwise so required, to release and deposit the Escrowed Funds with the clerk of the court in which the litigation is pending for the purpose of indemnifying and defending the Placement Agent in such litigation and proceedingpending, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility with regard thereto to the extent determined by any such court. The Each of the Company, the Selling Shareholder and the Placement Agent Purchasers further hereby authorize authorizes the Escrow Agent, if it receives conflicting claims to any of the Escrowed Funds, is threatened with litigation, in its capacity as escrow agent under this Agreement, or if the Escrow Agent determines it is necessary to do so for any other reason relating to this Agreement or the OfferingAgreement, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrowed Funds with the clerk of that court and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder to the parties from which they were received to the extent determined by such court.

Escrow Agent to Hold and Disburse the Escrowed Funds. The Escrow Agent will retain deposit the Escrowed Funds in into a non-interest bearing escrow account and disburse the Escrowed Funds pursuant to the terms of this Agreement, as follows: a. The Escrowed Funds shall be held by released to the Company or directly to the creditor, as invoices become due for all corporate activities and upon the Escrow Agent for the purpose Agent’s receipt of indemnification under Section 5 hereof by joint written notice from the Company and the Selling Shareholder, for a period of two (2) years from the closing of the Offering. Disbursement of such escrow funds shall be determined by an independent third-party trustee, to be chosen by mutual consent of the Company, Selling Shareholder and Placement Agent, subject to the presence of any threatened litigation or proceeding in connection to the Placement Agent acting in its capacity as placement agent Silver Rock in the Offering and the aftermarket effect form of the OfferingExhibit A hereto. b. In the event that any litigation this Agreement, the Escrowed Funds, or proceeding arising out of any matter in connection with the Offering in connection to the Placement Agent acting Escrow Agent, in its capacity as placement escrow agent within two (2) years following the Closing Date and for which the Companyunder this Agreement, the Selling Shareholder, the Placement Agent, the Escrow Agent or the Escrowed Funds becomes the subject of such litigation, or if the Escrow Agent determines it is necessary do so for any other reason relating to litigation or proceedingarising out of this Agreement, the Placement AgentOffering or the Securities Purchase Agreement, Selling Shareholder and each of the Company hereby authorize and Silver Rock authorizes the Escrow Agent, at the Placement Agent’s sole instruction upon Placement Agent’s written notice to the Escrow Agent its option if not otherwise so required, to release and deposit the Escrowed Funds with the clerk of the court in which the litigation is pending for the purpose of indemnifying and defending the Placement Agent in such litigation and proceedingpending, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility with regard thereto to the extent determined by any such court. The Each of the Company, the Selling Shareholder and the Placement Agent Silver Rock further hereby authorize authorizes the Escrow Agent, if it receives conflicting claims to any of the Escrowed Funds, is threatened with litigation, in its capacity as escrow agent under this Agreement, or if the Escrow Agent determines it is necessary to do so for any other reason relating to this Agreement or the OfferingAgreement, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrowed Funds with the clerk of that court and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder to the parties from which they were received to the extent determined by such court.

Escrow Agent to Hold and Disburse the Escrowed Funds. The Escrow Agent will retain deposit the Escrowed Funds in into a non-interest bearing escrow account and disburse the Escrowed Funds pursuant to the terms of this Agreement, as follows: a. The Escrowed Funds shall be held by released to the Company or directly to the creditor, as directed in the funds disbursement memo, as invoices become due for all expenses related to being a public company listed on a US market and upon the Escrow Agent for the purpose Agent’s receipt of indemnification under Section 5 hereof by joint written notice from the Company and the Selling Shareholder, for a period of two (2) years from the closing of the Offering. Disbursement of such escrow funds shall be determined by an independent third-party trustee, to be chosen by mutual consent of the Company, Selling Shareholder and Placement Agent, subject to the presence of any threatened litigation or proceeding in connection to the Placement Agent acting in its capacity as placement agent Silver Rock in the Offering and the aftermarket effect form of the OfferingExhibit B hereto. b. In the event that any litigation this Agreement, the Escrowed Funds, or proceeding arising out of any matter in connection with the Offering in connection to the Placement Agent acting Escrow Agent, in its capacity as placement escrow agent within two (2) years following the Closing Date and for which the Companyunder this Agreement, the Selling Shareholder, the Placement Agent, the Escrow Agent or the Escrowed Funds becomes the subject of such litigation, or if the Escrow Agent determines it is necessary do so for any other reason relating to litigation or proceedingarising out of this Agreement, the Placement AgentOffering or the Securities Purchase Agreement, Selling Shareholder each of the Company and the Company hereby authorize Purchasers authorizes the Escrow Agent, at the Placement Agent’s sole instruction upon Placement Agent’s written notice to the Escrow Agent its option if not otherwise so required, to release and deposit the Escrowed Funds with the clerk of the court in which the litigation is pending for the purpose of indemnifying and defending the Placement Agent in such litigation and proceedingpending, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility with regard thereto to the extent determined by any such court. The Each of the Company, the Selling Shareholder and the Placement Agent Purchasers further hereby authorize authorizes the Escrow Agent, if it receives conflicting claims to any of the Escrowed Funds, is threatened with litigation, in its capacity as escrow agent under this Agreement, or if the Escrow Agent determines it is necessary to do so for any other reason relating to this Agreement or the OfferingAgreement, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrowed Funds with the clerk of that court and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder to the parties from which they were received to the extent determined by such court.

Escrow Agent to Hold and Disburse the Escrowed Funds. The Escrow Agent will retain deposit the Escrowed Funds in into a non-interest bearing escrow account and disburse the Escrowed Funds pursuant to the terms of this Agreement, as follows: a. The Escrowed Funds Company shall engage an investor relations firm which shall meet the approval and requirements of the Investor Representative (an “Approved IR Firm”). Such approval shall not be held by unreasonably withheld. Following the engagement of an Approved IR Firm, the Escrow Agent for shall disburse the purpose of indemnification under Section 5 hereof Escrowed Funds in incremental amounts to such investor relations firm pursuant to joint written instructions executed by the Company and the Selling Shareholder, for a period of two (2) years from the closing of the Offering. Disbursement of such escrow funds shall be determined by an independent third-party trustee, to be chosen by mutual consent of the Company, Selling Shareholder and Placement Agent, subject to the presence of any threatened litigation or proceeding in connection to the Placement Agent acting in its capacity as placement agent in the Offering and the aftermarket effect Investor Representative. If the Escrowed Funds are not disbursed within one (1) year from the Expiration Date, the balance of the OfferingEscrowed Funds will be returned to the Company. b. In the event that any litigation this Agreement, the Escrowed Funds, or proceeding arising out of any matter in connection with the Offering in connection to the Placement Agent acting Escrow Agent, in its capacity as placement escrow agent within two (2) years following under this Agreement, becomes the Closing Date and subject of litigation, or if the Escrow Agent determines it is necessary do so for which any other reason relating to litigation arising out of this Agreement or the Offering, each of the Company, the Selling Shareholder, the Placement Agent, the Escrow Agent or the Escrowed Funds becomes the subject of such litigation or proceeding, the Placement Agent, Selling Shareholder and the Company hereby authorize Investor Representative authorizes the Escrow Agent, at the Placement Agent’s sole instruction upon Placement Agent’s written notice to the Escrow Agent its option if not otherwise so required, to release and deposit the Escrowed Funds with the clerk of the court in which the litigation is pending for the purpose of indemnifying and defending the Placement Agent in such litigation and proceedingpending, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility with regard thereto to the extent determined by any such court. The Each of the Company, the Selling Shareholder Placement Agent and the Placement Agent Investor Representative further hereby authorize authorizes the Escrow Agent, if it receives conflicting claims to any of the Escrowed Funds, is threatened with litigation, in its capacity as escrow agent under this Agreement, or if the Escrow Agent determines it is necessary to do so for any other reason relating to this Agreement or the OfferingAgreement, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrowed Funds with the clerk of that court and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder to the parties from which they were received to the extent determined by such court.

Escrow Agent to Hold and Disburse the Escrowed Funds. The Escrow Agent will retain the Escrowed Funds in a non-interest bearing an escrow account and disburse the Escrowed Funds pursuant to the terms of this Agreement, as follows: a. The Escrowed Funds shall be held by the Escrow Agent for the purpose of satisfying the initial $600,000 of the indemnification under obligations of the Company, with respect to the Escrowed Funds, pursuant to Section 5 hereof 2 of the Underwriting Agreement dated [●], 2023 by and between the Company and the Selling ShareholderUnderwriter (the “Underwriting Agreement”), for a period of two (2) years 12 months from the closing of the Offering. Offering (the “Claims Period”). b. Disbursement of such escrow funds Escrowed Funds shall be determined by an independent third-party trusteeintermediary (who shall have the requisite experience in determining indemnification claims), to be chosen by mutual written consent of the Company, Selling Shareholder and Placement Agent, subject to the presence of any threatened litigation or proceeding in connection to the Placement Agent acting in its capacity as placement agent in the Offering Company and the aftermarket effect of Underwriter. If the OfferingCompany and the Underwriter are unable to agree on such intermediary within 30 days upon a written claim for indemnification by the Underwriter, such intermediary shall be a single arbitrator (with the requisite experience in determining indemnification claims) selected by the American Arbitration Association’s Florida office. b. c. In the event that any litigation or proceeding arising out of any matter in connection with the Offering in connection to the Placement Agent Underwriter acting in its capacity as placement agent underwriter (which matter would be covered by the Company’s indemnification obligations under the Underwriting Agreement) within two (2) years 12 months following the Closing Date and for in which the Company, the Selling Shareholder, the Placement AgentUnderwriter, the Escrow Agent or the Escrowed Funds becomes the subject of such litigation or proceeding, the Placement Agent, Selling Shareholder Underwriter and the Company hereby authorize the Escrow Agent, at the Placement AgentUnderwriter’s sole instruction upon Placement AgentUnderwriter’s written notice to the Escrow Agent if not otherwise so required, to release and deposit the Escrowed Funds with the clerk of the court in which the litigation is pending for the purpose of indemnifying and defending the Placement Agent Underwriter in such litigation and proceeding, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility with regard thereto to the extent determined by any such court. The Company, the Selling Shareholder Company and the Placement Agent Underwriter further hereby authorize the Escrow Agent, if it receives conflicting claims to any of the Escrowed Funds, is threatened with litigation, litigation in its capacity as escrow agent under this Agreement, or if the Escrow Agent determines it is necessary to do so for any other reason relating to this Agreement or the Offering, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrowed Funds with the clerk of that court and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder to the parties from which they were received to the extent determined by such court. d. In all instances, if either (i) no claim for indemnity is made by the Underwriter during the Claims Period or (ii) it is finally determined that the Underwriter is not entitled to any disbursement (or any further disbursement, as the case may be) of Escrowed Funds by the conclusion of the Claims Period, the Escrow Agent shall, upon joint written instruction from the Company and the Underwriter, disburse to the Company the full balance of the Escrowed Funds then held by wire transfer of immediately available funds to an account designated by the Company.

Escrow Agent to Hold and Disburse the Escrowed Funds. The Escrow Agent will retain the Escrowed Funds in a non-interest bearing an escrow account and disburse the Escrowed Funds pursuant to the terms of this Agreement, as follows: a. The Escrowed Funds shall be held by the Escrow Agent for the purpose of satisfying the initial $500,000 of the indemnification under obligations of the Company, with respect to the Escrowed Funds, pursuant to Section 5 hereof 3 of the Underwriting Agreement dated August [●], 2020 by and between the Company and the Selling ShareholderUnderwriters (the “Underwriting Agreement”), for a period of two eighteen (218) years months from the closing of the Offering. Disbursement of such escrow funds Escrowed Funds by written instruction to the Escrow Agent shall be determined by an independent third-party trustee, to be chosen by mutual consent of the Company, Selling Shareholder and Placement Agent, subject to the presence of any threatened litigation or proceeding in connection to the Placement Agent acting in its capacity as placement agent in the Offering Company and the aftermarket effect of the OfferingUnderwriters. b. In Notwithstanding the last sentence of the prior paragraph, in the event that any litigation or proceeding arising out of any matter in connection with the Offering in connection to the Placement Agent any Underwriter acting in its their capacity as placement agent underwriter within two eighteen (218) years months following the Closing Date and for in which the Company, the Selling Shareholder, the Placement Agentany Underwriter, the Escrow Agent or the Escrowed Funds becomes the subject of such litigation or proceeding, the Placement Agent, Selling Shareholder Underwriters and the Company hereby authorize the Escrow Agent, at the Placement Agentaffected Underwriter’s sole instruction upon Placement Agentaffected Underwriter’s written notice to the Escrow Agent if not otherwise so required, to release and deposit the Escrowed Funds by interpleader with the clerk of the court in which the litigation is pending for the purpose of indemnifying and defending the Placement Agent Underwriter in such litigation and proceeding, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility with regard thereto to the extent determined by any such court. The Company, the Selling Shareholder Company and the Placement Agent any affected Underwriter further hereby authorize the Escrow Agent, if it receives conflicting claims to any of the Escrowed Funds, Funds or is threatened with litigation, litigation in its capacity as escrow agent under this Agreement, or if the Escrow Agent determines it is necessary to do so for any other reason relating to this Agreement or the Offering, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrowed Funds with the clerk of that court by interpleader and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder to the parties from which they were received to the extent determined by such court. c. In all instances, if either (i) no claim for indemnity is made by the Underwriters during the 18-month period from the closing of the Offering or (ii) it is finally determined that the Underwriters are not entitled to any disbursement (or any further disbursement, as the case may be) of Escrowed Funds by the conclusion of the 18-month period from the closing of the Offering, the Escrow Agent shall, upon joint written instruction from the Company and the Underwriters, disburse to the Company the full balance of the Escrowed Funds then held by wire transfer of immediately available funds to an account designated by the Company.

Escrow Agent to Hold and Disburse the Escrowed Funds. The Escrow Agent will retain the Escrowed Funds in a non-interest bearing escrow account and disburse the Escrowed Funds pursuant to the terms of this Agreement, as follows: a. The Escrowed Funds shall be held by the Escrow Agent for the purpose of satisfying the initial $500,000 of the indemnification under Section 5 hereof obligations, advancement obligations or other obligations of the Company pursuant to of the Placement Agency Agreement dated [●], 2016 by and between the Company and the Selling ShareholderPlacement Agents (the “Placement Agreement”), for a period of two (2) years 24 months from the closing of the Offering. Disbursement of such escrow funds Escrowed Funds shall be determined by an independent third-party trustee, to be chosen by mutual consent of the Company, Selling Shareholder Company and Placement Agent, subject to the presence of any threatened litigation or proceeding in connection to the Placement Agent acting in its capacity as placement agent in the Offering and the aftermarket effect of the OfferingAgents. b. In Notwithstanding the last sentence of the prior paragraph, in the event that any litigation indemnification obligation, advancement obligation or proceeding arising out of any matter in connection with the Offering in connection other obligation to the Placement Agent acting Agents or any other Indemnified Person (as defined in its capacity as placement agent the Placement Agreement) arises pursuant to the Placement Agreement within two (2) years 24 months following the Closing Date and for in which the Company, the Selling ShareholderPlacement Agents, any other Indemnified Person (as defined in the Placement AgentAgreement), the Escrow Agent or the Escrowed Funds becomes the subject of such any action, litigation or proceeding, the Placement Agent, Selling Shareholder Agents and the Company hereby irrevocably authorize the Escrow Agent, at the Placement Agent’s Agents’ sole instruction upon the Placement Agent’s Agents’ written notice to the Escrow Agent if not otherwise so requiredAgent, to release and deposit the Escrowed Funds with the clerk of the court in which the litigation is pending for the purpose of indemnifying and defending the Placement Agent Agents in such litigation and proceeding, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility with regard thereto to the extent determined by any such court. The Company, the Selling Shareholder Company and the Placement Agent Agents further hereby authorize the Escrow Agent, if it receives conflicting claims to any of the Escrowed Funds, is threatened with litigation, litigation in its capacity as escrow agent under this Agreement, or if the Escrow Agent determines it is necessary to do so for any other reason relating to this Agreement or the Offering, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrowed Funds with the clerk of that court and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder to the parties from which they were received to the extent determined by such court.

Escrow Agent to Hold and Disburse the Escrowed Funds. The Escrow Agent will retain deposit the Escrowed Funds in into a non-interest bearing escrow account and disburse the Escrowed Funds pursuant to the terms of this Agreement, as follows: a. The Escrowed Funds shall be held by released to the Company as invoices become due for all public expenses, including, but not limited to, public company expenses, and investor and public relations activities pursuant to Section 3.19 of the Securities Purchase Agreement and upon the Escrow Agent for the purpose Agent’s receipt of indemnification under Section 5 hereof by joint written notice from the Company and the Selling Shareholder, for a period of two (2) years from the closing of the Offering. Disbursement of such escrow funds shall be determined by an independent third-party trustee, to be chosen by mutual consent of the Company, Selling Shareholder and Placement Agent, subject to the presence of any threatened litigation or proceeding in connection to the Placement Agent acting in its capacity as placement agent Newbridge in the Offering and the aftermarket effect form of the Offering.Exhibit B hereto.. b. In the event that any litigation this Agreement, the Escrowed Funds, or proceeding arising out of any matter in connection with the Offering in connection to the Placement Agent acting Escrow Agent, in its capacity as placement escrow agent within two (2) years following the Closing Date and for which the Companyunder this Agreement, the Selling Shareholder, the Placement Agent, the Escrow Agent or the Escrowed Funds becomes the subject of such litigation, or if the Escrow Agent determines it is necessary do so for any other reason relating to litigation or proceedingarising out of this Agreement, the Placement AgentOffering or the Securities Purchase Agreement, Selling Shareholder each of the Company and the Company hereby authorize Purchasers authorizes the Escrow Agent, at the Placement Agent’s sole instruction upon Placement Agent’s written notice to the Escrow Agent its option if not otherwise so required, to release and deposit the Escrowed Funds with the clerk of the court in which the litigation is pending for the purpose of indemnifying and defending the Placement Agent in such litigation and proceedingpending, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility with regard thereto to the extent determined by any such court. The Each of the Company, the Selling Shareholder and the Placement Agent Purchasers further hereby authorize authorizes the Escrow Agent, if it receives conflicting claims to any of the Escrowed Funds, is threatened with litigation, in its capacity as escrow agent under this Agreement, or if the Escrow Agent determines it is necessary to do so for any other reason relating to this Agreement or the OfferingAgreement, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrowed Funds with the clerk of that court and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder to the parties from which they were received to the extent determined by such court.

Escrow Agent to Hold and Disburse the Escrowed Funds. The Escrow Agent will retain deposit the Escrowed Funds in into a non-interest bearing escrow account and disburse the Escrowed Funds pursuant to the terms of this Agreement, as follows: a. The Escrowed Funds shall be held by released to the Company or directly to the creditor, as invoices become due for all investor and public relations activities and upon the Escrow Agent for the purpose Agent’s receipt of indemnification under Section 5 hereof by joint written notice from the Company and the Selling Shareholder, for a period of two (2) years from the closing of the Offering. Disbursement of such escrow funds shall be determined by an independent third-party trustee, to be chosen by mutual consent of the Company, Selling Shareholder and Placement Agent, subject to the presence of any threatened litigation or proceeding in connection to the Placement Agent acting in its capacity as placement agent Silver Rock in the Offering and the aftermarket effect form of the OfferingExhibit B hereto. b. In the event that any litigation this Agreement, the Escrowed Funds, or proceeding arising out of any matter in connection with the Offering in connection to the Placement Agent acting Escrow Agent, in its capacity as placement escrow agent within two (2) years following the Closing Date and for which the Companyunder this Agreement, the Selling Shareholder, the Placement Agent, the Escrow Agent or the Escrowed Funds becomes the subject of such litigation, or if the Escrow Agent determines it is necessary do so for any other reason relating to litigation or proceedingarising out of this Agreement, the Placement AgentOffering or the Securities Purchase Agreement, Selling Shareholder each of the Company and the Company hereby authorize Purchasers authorizes the Escrow Agent, at the Placement Agent’s sole instruction upon Placement Agent’s written notice to the Escrow Agent its option if not otherwise so required, to release and deposit the Escrowed Funds with the clerk of the court in which the litigation is pending for the purpose of indemnifying and defending the Placement Agent in such litigation and proceedingpending, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility with regard thereto to the extent determined by any such court. The Each of the Company, the Selling Shareholder and the Placement Agent Purchasers further hereby authorize authorizes the Escrow Agent, if it receives conflicting claims to any of the Escrowed Funds, is threatened with litigation, in its capacity as escrow agent under this Agreement, or if the Escrow Agent determines it is necessary to do so for any other reason relating to this Agreement or the OfferingAgreement, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrowed Funds with the clerk of that court and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder to the parties from which they were received to the extent determined by such court.