Common use of Release of Escrow Funds Clause in Contracts

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset. (b) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds Agent shall be paid by disburse the Escrow Agent Funds in accordance with the followingfollowing procedures: (ai) The Escrow Agent shall disburse the designated portion of the Escrow Funds to the Investment Manager in the amounts and at the times set forth on the Monitoring Fee Schedules promptly upon receipt from the Buyer of a signed written instruction directing the Escrow Agent to make such disbursement. In disbursing Escrow Funds, the Escrow Agent is authorized to rely upon such written instruction from the Buyer and may accept any signatory from the Buyer that Escrow Agent has on file. (ii) In the event that the Securities are Fully Retired (as defined in the Securities Purchase Agreement) prior to the full disbursement of all the Escrow Funds, the Buyer and the Company advises shall execute a joint written instruction directing the Escrow Agent to disburse the remaining Escrow Funds to the Company, or to such other Person as set forth in writing that such joint written direction, provided however, the Offering has been terminated (Buyer may instruct, by delivery of a signed written instruction, which the “Termination Notice”)Buyer, in its sole determination may provide, the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest disburse all or offset. (b) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement a portion of the remaining Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by to the Company and Buyer, which amount shall be credited to any fees, costs, expenses, or other amounts owed to the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions Buyer from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, pursuant to the Investors without interest Securities, the Securities Purchase Agreement, or offset. The Escrow Funds returned any related documents after the Securities are Fully Retired, so long as the Buyer first provides the Company with advanced written notice of such amounts owed to it and provides the Company with five business days to directly pay such amounts to the Investors shall be free and clear of any and all claims of the Escrow AgentBuyer. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Subscriber to such Investor said Subscriber without interest or offset. (b) At each ClosingProvided that the Escrow Agent does not receive the Termination Notice in accordance with paragraph 2(a), and there are Escrow Funds deposited in the Escrow Account, the Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit A, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of Agent, pay the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and such written instructions, which instructions shall be limited to payments to the Placement Agent and service providers in the Offering, payment to the Escrow Agent and payment of the balance of funds to the Company. Such payment or payments shall be made by wire transfer on the same day as receipt of such written instructions or, if the day of receipt of such instructions is not a Business Day, on the first Business Day following the day of receipt of such instructions. Such instructions must be received by the Escrow Agent no later than 3:00 p.m. (New York City time) on a Business Day for the “Disbursement Instructions”)Escrow Agent to process such instructions on that Business Day. (c) If by 5:00 P.M. Eastern time 3:00 p.m. (New York City time) on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if anyFunds, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors Subscribers without interest or offset. The Escrow Funds returned to the Investors each Subscriber shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent If the Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Business Day, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount date shall be disbursed by way of wire transfer the Business Day that immediately preceding that date. A “Business Day” is any day other than a Saturday, Sunday or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfera Bank holiday.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Underwriter advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Subscriber to such Investor said Subscriber without interest or offset. (b) At each Closing, the Company and the Placement Agent shall provide Provided that the Escrow Agent with written instructions regarding does not receive the disbursement of the Escrow Funds Termination Notice in accordance with Section 2(a) and there is the Minimum Amount deposited into the Escrow Account and the Company satisfies the listing conditions to trade the Shares on the Nasdaq Capital Market on or prior to the Termination Date, the Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit A attached hereto and made a part hereof hereof, or in a form and signed by substance satisfactory to the Escrow Agent, received from the Company and Underwriter, pay the Placement Escrow Funds in accordance with such written instructions, which instructions shall be limited to the payment of the Underwriter’s fee and other offering expenses and the payment of the balance to the Company. Such payment or payments shall be made by wire transfer within one (1) Business Day of receipt of such written instructions, which must be received by the Escrow Agent (no later than 3:00 p.m., Eastern Time, on a Business Day for the “Disbursement Instructions”)Escrow Agent to process such instructions that Business Day. (c) If by 5:00 P.M. 3:00 p.m., Eastern time time, on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent Underwriter regarding the disbursement of the Escrow Funds in and the total amount of the Escrow Account, if anyFunds is less than the Minimum Amount or the Nasdaq listing conditions have not been satisfied, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors Subscribers without interest or offset. The Escrow Funds returned to the Investors each Subscriber shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent If the Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Business Day, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount date shall be disbursed by way of wire transfer the Business Day that immediately precedes that date. A “Business Day” is any day other than a Saturday, Sunday or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfera Bank holiday.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Underwriter advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such said Investor without interest or offset. (b) At each ClosingIf prior to 3:00 P.M. Eastern time on the Termination Date, the Escrow Agent receives written notice, in the form of Exhibit A, attached hereto and made a part hereof, and signed by the Company and Underwriter, stating that the Placement Agent Termination Date has been extended to the Final Termination Date (the “Extension Notice”), then the Termination Date shall provide be so extended. (c) Provided that the Escrow Agent does not receive the Termination Notice in accordance with Section 2(a) and the Minimum Amount has been deposited into the Escrow Account on or prior to later of the Termination Date or the date stated in the Extension Notice, if any, received by the Escrow Agent in accordance with Section 2(b) above, the Escrow Agent shall, upon receipt of written instructions regarding instructions, in the disbursement form of Exhibit B, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and Underwriter, pay the Escrow Funds in accordance with Exhibit A attached hereto such written instructions, which instructions shall be limited to the payment of the Underwriter’s fee and other offering expenses and the payment of the balance to the Company (each, a “Closing”). Such payment or payments shall be made a part hereof and signed by wire transfer within one (1) business day of receipt of such written instructions. Such instructions must be received by the Escrow Agent no later than 3:00 PM Eastern Time on a Banking Day for the Escrow Agent to process such instructions that Banking Day. The Company and the Placement Agent Underwriter further agree that there shall be a limit of three (the “Disbursement Instructions”)3) Closings under this Agreement with each Closing limited to four (4) wires. Any additional wires or Closing may be subject to additional fees. (cd) If by 5:00 3:00 P.M. Eastern time on the Final later of the Termination DateDate or the date stated in the Extension Notice, if any, that the Escrow Agent has received in accordance with Section 2(b) above, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent Underwriter regarding the disbursement of the Escrow Funds in or the total amount of the Escrow Account, if anyFunds is less than the Minimum Amount, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors without interest or offset. The Escrow Funds returned to the Investors each Investor shall be free and clear of any and all claims of the Escrow Agent. (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (ef) The Placement Agent If the Termination Date, Final Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Business Day, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount date shall be disbursed by way of wire transfer the Business Day that immediately preceding that date. A “Business Day” is any day other than a Saturday, Sunday or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfera Bank holiday.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and the Underwriter advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Subscriber to such Investor said Subscriber without interest or offset. (b) At each ClosingIf prior to 3:00 P.M. Eastern time on the Termination Date, the Company and the Placement Agent shall provide the Escrow Agent with receives written instructions regarding notice, in the disbursement form of the Escrow Funds in accordance with Exhibit A A, attached hereto and made a part hereof hereof, and signed by the Company and the Placement Agent Underwriter, stating that the Termination Date has been extended to the Final Termination Date (the “Disbursement InstructionsExtension Notice”), then the Termination Date shall be so extended. (c) Provided that the Escrow Agent does not receive the Termination Notice in accordance with paragraph 2(a) and there is the Offering Amount deposited into the Escrow Account on or prior to later of the Termination Date or the date stated in the Extension Notice, if any, received by the Escrow Agent in accordance with paragraph 2(b) above, the Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit B, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and the Underwriter, pay the Escrow Funds in accordance with such written instructions, which instructions shall be limited to payment of the Underwriter’s fee and offering expenses and the payment of the balance to the Company. Such payment or payments to be made by wire transfer within one (1) Business Day of receipt of such written instructions which must be received by the Escrow Agent no later than 3:00 PM Eastern Time on a Banking Day for the Escrow Agent to process such instructions that Banking Day. (d) If by 5:00 3:00 P.M. Eastern time on the Final later of the Termination DateDate or the date stated in the Extension Notice, if any, that the Escrow Agent has received in accordance with paragraph 2(b) above, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent the Underwriter regarding the disbursement of the Escrow Funds in or the total amount of the Escrow Account, if anyFunds is less than the Offering Amount, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors Subscribers without interest or offset. The Escrow Funds returned to the Investors each Subscriber shall be free and clear of any and all claims of the Escrow Agent. (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide . Should any party to this Agreement be a non-U.S. entity, the Escrow Agent with may require up to an additional five (5) Business Days to open the payment instructions for each Investor, to whom the funds should be returned in accordance with this sectionEscrow Account. (f) In If the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (Termination Date, Final Termination Date or any portion thereof) date that is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party deadline under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to this Agreement for giving the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments notice or orders issued instructions or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If for the Escrow Agent complies with any such judgment, order or processto take action is not a Banking Day, then it such date shall be the Banking Day that immediately preceding that date. A Banking Day is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able legally obligated to be authenticated by, Escrow Agent in accordance with Section 1.4 belowopened. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Subscriber to such Investor said Subscriber without interest or offset. (b) At each ClosingProvided that the Escrow Agent does not receive the Termination Notice in accordance with paragraph 2(a), and there is the Minimum Amount deposited into the Escrow Account, the Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit A, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of Agent, pay the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and such written instructions, which instructions shall be limited to payments to the Placement Agent and service providers in the Offering, payment to the Escrow Agent and payment of the balance of funds to the Company. Such payment or payments shall be made by wire transfer on the same day as receipt of such written instructions or, if the day of receipt of such instructions is not a Business Day, on the first Business Day following the day of receipt of such instructions. Such instructions must be received by the Escrow Agent no later than 3:00 p.m. (New York City time) on a Business Day for the “Disbursement Instructions”)Escrow Agent to process such instructions on that Business Day. (c) If by 5:00 P.M. Eastern time 3:00 p.m. (New York City time) on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in and the total amount of the Escrow Account, if anyFunds is less than the Minimum Amount, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors Subscribers without interest or offset. The Escrow Funds returned to the Investors each Subscriber shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent If the Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Business Day, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount date shall be disbursed by way of wire transfer the Business Day that immediately preceding that date. A “Business Day” is any day other than a Saturday, Sunday or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfera Bank holiday.

Release of Escrow Funds. The Escrow Funds Agent shall be paid by release and distribute the Escrow Agent in accordance with the followingFunds (including any Investment Earnings) as follows: (a) In to the event that Company, upon the Escrow Agent’s receipt of a certificate substantially in the form of Exhibit A, executed by a duly authorized officer of the Company advises and certifying to the Escrow Agent in writing that the Offering Shareholder Approval contemplated by Section 5(d) of the Securities Purchase Agreement has been terminated obtained on or before 5:00 P.X. XXX, Xxxxxxx, Xxxxx time, on November 22, 2005. (b) to the Purchasers, upon the Escrow Agent’s receipt from the Company of a certificate substantially in the form of Exhibit A, executed by a duly authorized officer of the Company and certifying to the Escrow Agent that the Shareholder Approval contemplated by Section 5(d) of the Purchase Agreement was not obtained on or before 5:00 P.X. XXX, Xxxxxxx, Xxxxx time, on November 22, 2005, with each Purchaser to receive a portion of the Escrow Funds equal to the sum of: (i) the amount of funds set forth next to its name on Schedule A attached hereto under the column entitled “Termination NoticeExcess Funds”); and (ii) such Purchaser’s pro rata share, based upon such Purchaser’s Excess Funds vis-a-vis other Purchasers, of any Investment Earnings accrued on the Escrow Funds while held by the Escrow Agent. If the Shareholder Approval contemplated by Section 5(d) of the Securities Purchase Agreement is not obtained and the Company does not deliver a certificate to the Escrow Agent pursuant to this Section 2.2(b) within 2 business days following November 22, 2005, the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset. (b) At each Closing, the Company and the Placement Agent shall provide deliver the Escrow Agent with written instructions regarding the disbursement of Funds, including any earnings accrued on the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by Funds, to the Company and Purchasers at the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time address or accounts, as applicable, provided on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Schedule A. The Escrow Agent shall promptly return such Escrow Funds, if any, to (and in any event within two business days from receipt of notice) release and distribute the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free (and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent earnings accrued thereon), as described above, in accordance with the payment instructions for each Investor, to whom provided by an executed certificate substantially in the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay form of Exhibit A provided to the Escrow Agent upon written request by the amount so paid to itCompany. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”)terminated, the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset.; (b) In the event that the Company advises the Escrow Agent in writing that it has rejected a proposed Investor’s Securities Purchase Agreement, the Escrow Agent shall promptly return such proposed Investor’s Purchase Price to such proposed Investor without interest or offset. (c) If prior to 5:00 P.M. Eastern time on the Termination Date, the Escrow Agent receives written notice, in the form of Exhibit A attached hereto and made a part hereof (“Extension Notice”), and signed by the Company and Placement Agent stating that the Termination Date has been extended to the Final Termination Date, then the Termination Date shall be so extended. (d) At each Closingclosing of the Offering, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A B attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”). (ce) If Subsequent to the first closing and until the “Final Closing” (herein defined), the Company and the Placement Agent may hold one or more additional closings of the purchase and sale of the Securities (each a “Subsequent Closing”), with each Subsequent Closing to be effected by 5:00 P.M. Eastern time disbursement of additional Escrow Funds based on the delivery of additional Disbursement Instructions to the Escrow Agent signed by the Company and the Placement Agent. The term “Final Closing” means the earliest to occur of (i) the date upon which subscriptions for the Maximum Offering Amount have been accepted, (ii) the Termination Date or the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agentapplicable. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset. (b) Intentionally left blank (c) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”). (cd) Intentionally left blank (e) If by 5:00 P.M. Eastern time Time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (df) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (eg) Intentionally left blank (h) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Underwriter advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such said Investor without interest or offset. (b) At each ClosingIf prior to 3:00 P.M. Eastern time on the Termination Date, the Escrow Agent receives written notice, in the form of Exhibit A, attached hereto and made a part hereof, and signed by the Company and Underwriter, stating that the Placement Agent Termination Date has been extended to the Final Termination Date (the “Extension Notice”), then the Termination Date shall provide be so extended. (c) Provided that the Escrow Agent does not receive the Termination Notice in accordance with Section 2(a) and there is the Minimum Amount deposited into the Escrow Account on or prior to later of the Termination Date or the date stated in the Extension Notice, if any, received by the Escrow Agent in accordance with Section 2(b) above, the Escrow Agent shall, upon receipt of written instructions regarding instructions, in the disbursement form of Exhibit B, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and Underwriter, pay the Escrow Funds in accordance with Exhibit A attached hereto and such written instructions, such payment or payments to be made a part hereof and signed by wire transfer within one (1) business day of receipt of such written instructions. Such instructions must be received by the Company and Escrow Agent no later than 3:00 PM Eastern Time on a Banking Day for the Placement Escrow Agent (the “Disbursement Instructions”)to process such instructions that Banking Day. (cd) If by 5:00 3:00 P.M. Eastern time on the Final later of the Termination DateDate or the date stated in the Extension Notice, if any, that the Escrow Agent has received in accordance with Section 2(b) above, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent Underwriter regarding the disbursement of the Escrow Funds in or the total amount of the Escrow Account, if anyFunds is less than the Minimum Amount, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors without interest or offset. The Escrow Funds returned to the Investors each Investor shall be free and clear of any and all claims of the Escrow Agent. (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (ef) The Placement Agent If the Termination Date, Final Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Banking Day, then it such date shall be the Banking Day that immediately preceding that date. A “Banking Day” is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able legally obligated to be authenticated by, Escrow Agent in accordance with Section 1.4 belowopened. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. (a) The release of amounts in the Escrow Funds Account shall be paid subject to the terms of this Agreement and the Escrow Agreement. (b) On the earlier of (1) the receipt by Purchaser of full audited financial statements for the Company for the fiscal year ended December 31, 2015 or (2) March 31, 2016, Seller and Purchaser shall execute a joint instruction directing the Escrow Agent to release promptly, but no later than two Business Days following receipt of such instruction, to Seller from the Escrow Account an amount equal to (i) the balance of the Escrow Account then remaining (including any accrued interest attributable thereto), minus the amounts of any unresolved claims of the Purchaser Indemnitees for indemnification properly asserted in accordance with the following:terms and limitations set forth in this Agreement and the Escrow Agreement (such claims being hereinafter referred to as “Pending Claims”), minus an amount equal to $2,000,000. (ac) In On the event that date which is 18 months after the Company advises date hereof (the “Release Date”), Seller and Purchaser shall execute a joint instruction directing the Escrow Agent to release promptly, but no later than two Business Days following receipt of such instruction, to Seller the balance of the Escrow Account as of the Release Date, minus the amounts of any Pending Claims. (d) If at any time between the date hereof and the Release Date, any Pending Claims by a Purchaser Indemnitee in writing that respect of which amounts may have been retained in the Offering has been terminated Escrow Account pursuant to Section 9.6(c) are finally resolved by either mutual written agreement of Seller and Purchaser or by a final non-appealable decision of a court of competent jurisdiction or similar judicial entity (the such Pending Claims being hereinafter referred to as “Termination NoticeResolved Claims”), the Escrow Agent shall promptly return disburse promptly, but no later than two Business Days following receipt of such mutual written agreement or final court determination, to the funds paid by each Investor to such Investor without interest or offset. (b) At each Closingrelevant Purchaser Indemnitees, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement aggregate amount, if any, of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent such Resolved Claims (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Dateor, if less, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds remaining funds in the Escrow Account, if any, then the Escrow Agent shall promptly return ) determined to be owing to such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawalPurchaser Indemnitees. (e) The Placement Agent or After the Company will provide the Escrow Agent with the payment instructions for each InvestorRelease Date, to whom the funds should be returned at such time as any Pending Claims in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to respect of which amounts may have been retained in the Escrow Account or another party or is subsequently invalidated, declared pursuant to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (gSection 9.6(c) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Partybecome Resolved Claims, the Escrow Agent set up each Party with on-line access shall disburse promptly, but no later than two Business Days following receipt of such final determination, (i) to the account(srelevant Purchaser Indemnitees, the aggregate amount, if any, of such Resolved Claims (or, if less, the remaining funds in the Escrow Account) established determined to be owing to such Purchaser Indemnitees, and (ii) to Seller, the amount, if any, of such Resolved Claims that was not disbursed to the Purchaser Indemnitees in accordance with such final determination and the Escrow Agreement but not to exceed the balance of the Escrow Account as of such date minus the aggregate amount of all Pending Claims in respect of which amounts may have been retained in the Escrow Account pursuant to this Agreement, which each Party can use to view and verify transaction on Section 9.6(c) as of such account(s)date. (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. (a) The Escrow Funds Agent shall be paid release funds from the Escrow Fund as follows: (i) Promptly upon receipt of joint written instructions, substantially in the form of EXHIBIT A hereto, signed by the Company (or such other member of the Buyer Group) and the Shareholders' Representative ("JOINT INSTRUCTIONS") in accordance with and to the persons set forth in such Joint Instructions. (ii) On the 31st day following the receipt of any Buyer Claim Notice which is received by the Escrow Agent prior to the second anniversary of the Closing Date (the "RELEASE DATE") and which is not the subject of an Objection Notice, the Escrow Agent shall release to the member of the Buyer Group such portion of the Escrow Fund as is claimed in accordance with the following:such Buyer Claim Notice. (aiii) On the second anniversary of the Closing Date, the Escrow Agent shall release to the Shareholders' Representative the balance of the Escrow Fund, if any. (b) In the event that the Company advises Escrow Agent receives an Objection Notice from the Shareholders' Representative, that portion of the Escrow Fund that is in dispute as reflected in such Objection Notice shall be held by the Escrow Agent in writing until the occurrence of one of the following events (provided that the Offering has been terminated Company or member of the Buyer Group continues to diligently pursue such claim): (i) Receipt by the “Termination Notice”Escrow Agent of Joint Instructions instructing the Escrow Agent to release the disputed portion of the Escrow Fund to such party or parties and in such amount or amounts as is specified in such Joint Instructions; or (ii) Receipt by the Escrow Agent of a written notice (a "CERTIFIED JUDGMENT NOTICE"), substantially in the form of EXHIBIT B hereto, from a member of the Buyer Group or the Shareholders' Representative certifying that a final nonappealable court judgment or settlement with respect to the claim covered by the Buyer Claim Notice is attached to such Certified Judgment Notice, in which case the Escrow Agent shall promptly return distribute the funds paid by each Investor disputed portion of the Escrow Fund in accordance with such judgment on the 16th day following the receipt of any Certified Judgment Notice, unless prior to such Investor without interest or offset. (b) At each Closing, the Company and the Placement Agent shall provide date the Escrow Agent with receives a written instructions regarding notice (an "APPEAL NOTICE"), substantially in the disbursement form of EXHIBIT C hereto, from the party not submitting such Certified Judgment Notice stating that the judgment has or can and will be appealed. A party delivering a Certified Judgment Notice or an Appeal Notice shall deliver to the other party hereto a copy thereof on or prior to the date of delivery thereof to the Escrow Funds in accordance with Exhibit A attached hereto Agent, and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, also deliver a copy of each Certified Judgment Notice or Appeal Notice to the Investors without interest or offset. The party which did not deliver the same promptly after the Escrow Funds returned to Agent's receipt thereof (provided that the Investors shall be free and clear of any and all claims failure of the Escrow Agent. (d) The Escrow Agent to make such delivery shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or affect the Company will provide obligation of the Escrow Agent with the payment instructions for each Investor, to whom the release funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such PartySection 6(b)(ii), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset. (b) At each Closingclosing of the Offering, the Company and the Placement Agent Underwriter shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent Underwriter (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent the Underwriter regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent Underwriter or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that the Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow AmountFunds, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that the Escrow Agent shall have no obligation or duty to act upon a written direction any Disbursement Instructions delivered to the Escrow Agent for the disbursement of all or part of the Escrow Amount Funds under this Agreement (a “Written Direction”) if such Written Direction is Disbursement Instructions are not: (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, the Escrow Agent in accordance with Section 1.4 3.3 below. (i) Upon request by any Party, the Escrow Agent will set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction written notice for the disbursement of funds whether such Escrow Amount Funds shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount Funds by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset. (b) Intentionally left blank (c) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”). (cd) Intentionally left blank (e) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (df) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (eg) Intentionally left blank (h) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and the Underwriter advise the Escrow Agent in writing that the Offering public offering described in the Registration Statement has been terminated (the “Termination Notice”)withdrawn, the Escrow Agent shall promptly return the funds paid by each Investor prospective Investor, to such Investor said prospective Investor, without interest or offsetinterest. (b) At each ClosingIf prior to 3:00 P.M. (local New York City time) on the day, 90 days following the effective date of the Registration Statement (the "Termination Date"), the Escrow Agent receives written notification, in the form of Exhibit A, attached hereto and made a part hereof, and signed by the Company and the Placement Agent Underwriter, stating that the Termination Date has been extended to a date stated therein (the "Final Termination Date") the date shall provide be so extended. (c) Provided that the Escrow Agent does not receive a notice stated in accordance with Section 2(a) above and there is at least $5,637,500 in the Escrow Account on or prior to the Termination Date or the Final Termination Date (if the Escrow Agent has, prior to the Termination Date, received a notice in accordance with Section 2(b) hereof), the Escrow Agent shall promptly notify the Company and the Underwriter of such fact in writing. The Escrow Agent shall promptly disburse the Escrow Funds by wire transfer in accordance with written instructions regarding signed by the Company and the Underwriter and delivered by the Company and the Underwriter to the Escrow Agent. After any such disbursement that is effected prior to the Termination Date or the Final Termination Date (if the Escrow Agent has, prior to the Termination Date, received a notice in accordance with Section 2(b) hereof), deposits may continue to be made to the Escrow Account in accordance with Section 1 hereof and the Escrow Agent shall make additional disbursements of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”this Section 2(c). (cd) If by 5:00 3:00 P.M. Eastern time (local New York City time) on the Termination Date or the Final Termination Date (if the Escrow Agent has, prior to the Termination Date, received a notice in accordance with Section 2(b) hereof), the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds Underwriter in accordance with Section 2(c) hereof, or there is a balance in the Escrow AccountAccount of less than $5,637,500, if any, then the Escrow Agent shall promptly return such the Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that which are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In If the event that the Company Representative advises the Escrow Agent and the Company in writing on or prior to [______], 202[_] (the date that is eighteen (18) months after the Offering has been terminated Closing Date) (the “Final Termination NoticeDate”)) that there are indemnification amounts payable to the Representative or another Underwriter Indemnified Party by the Company pursuant to Sections 5.1.1 and 5.1.2 of the Underwriting Agreement that have not been paid by the Company, the Representative shall specify the amount due and payable in its notice, and the Escrow Agent shall promptly return wire transfer such amount to the funds paid by each Investor Representative, provided such amount is collected and available for withdrawal and subject to Escrow Agent’s receipt of a joint written instruction from the Company and the Representative as set forth in Exhibit A-1. The Company shall not unreasonably withhold, delay or condition its execution of such Investor without interest or offsetEscrow Release Notice. (b) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on Promptly following the Final Termination Date, the Escrow Agent has not received shall pay all remaining Escrow Funds by wire transfer to the Company in accordance with a joint written Disbursement Instructions from instruction in the form of Exhibit A-2 of the Company and Placement Agent regarding the disbursement Representative. The Representative shall not unreasonably withhold, delay, or condition its execution of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow AgentRelease Notice. (dc) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) . The Escrow Agent shallmay act in reliance upon any instructions, in its sole discretioncourt orders, comply with judgments notices, certifications, demands, consents, authorizations, receipts, powers of attorney or orders issued or process entered by any court with respect other writings delivered to the Escrow Amount, including it without limitation any attachment, levy or garnishment, without any obligation being required to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If authenticity or validity thereof or the Escrow Agent complies with correctness of any such judgmentfact stated therein, order the propriety or process, then it shall not be liable to any validity of the Parties service thereof, or any other person by reason of such compliance, regardless the jurisdiction of the final disposition of court issuing any such judgment, order judgment or processorder. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and the Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset. (b) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement InstructionsWritten Direction”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions Written Direction from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's ’s jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by, in the case of Company, any individual designated by representatives Company on Exhibit B hereto or, in the case of both Parties listed in Schedule II to this AgreementPlacement Agent, any individual designated by Placement Agent on Exhibit C hereto (in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds Agent will hold the Escrow Fund in its possession until authorized hereunder to deliver the Escrow Fund or any specified portion thereof as provided in this Section 9. The Escrow Agent shall be paid take all actions called for in any notice delivered by WMI under this Section 9 within ten (10) business days of the date such notice is received; provided that the Escrow Agent in accordance with the following:shall not deliver to any Holder that Holder's Aggregate Escrow Distribution until any such Holder's Notes have been fully repaid or offset pursuant to subsection (d). (a) In Unless the event that Escrow Expiration Date shall have occurred, within thirty (30) days of the Company advises date on which Case Proceeds are received by WMI or its subsidiaries (including the Keystone Entities), WMI shall deliver written instructions to the Escrow Agent in writing that to deliver to each Holder such Holder's pro rata portion of the Offering Aggregate Escrow Distribution and, (unless the provisions of subsection (c) apply) after making such distribution as to each and every Holder (or after setting aside a Holder's allocable portion of the Aggregate Escrow Distribution with respect to any Holder who has been terminated (not repaid any outstanding Note or who has not delivered information or documents reasonably requested by the “Termination Notice”Escrow Agent), to return any remaining Escrow Shares to WMI for cancellation (together with the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset. (b) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement remainder of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”Fund). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to make any payment to any Holder until such time as it has received any tax or other information or documents reasonably requested by it. No Holder shall be entitled to receive or shall receive any fractional shares of WMI Common Stock or cash in lieu of fractional shares. (b) In the event that the Escrow Expiration Date has occurred and no Case Proceeds have been received by WMI or its subsidiaries (including the Keystone Entities), then WMI shall deliver written instructions to the Escrow Agent to return the Escrow Shares to WMI for cancellation together with the remainder of the Escrow Fund. (c) Unless the Escrow Expiration Date shall have occurred, in the event that the Case Proceeds are received in Installments, then, within thirty (30) days of the date on which any Installment is received by WMI or its subsidiaries (including the Keystone Entities), WMI shall deliver written instructions to the Escrow Agent (i) to pay each Holder the pro rata portion of the Aggregate Escrow Distribution with respect to such Installment attributable to such Person, and (ii) after making the last Aggregate Escrow Distribution with respect to the last Installment as to each and every Holder (or after setting aside a Holder's allocable portion of the Escrow Fund with respect to any uncollected funds Holder who has not repaid any outstanding Note or who has not delivered information or documents reasonably requested by the Escrow Agent), to return any funds remaining Escrow Shares to WMI for cancellation, (together with the remainder of the Escrow Fund). No Holder shall be entitled to receive or shall receive any fractional shares of WMI Common Stock or cash in lieu of fractional shares. (d) Upon receipt of the instructions described in (a), (b) or (c) above, the Escrow Agent shall promptly notify the obligors under each outstanding Note that are not available for withdrawalsuch Note is due and payable in full within seven days of the date of such notice and shall take all reasonable steps to effect such distribution within 30 days of receipt of WMI's written instructions. In the event that any obligor fails to pay the Note in full within ten (10) days of the date of such notice, the Escrow Agent shall offset the amount of the Note (plus any interest or other amounts due thereunder) from the pro rata portion of the Aggregate Escrow Distribution otherwise due such obligor. In the event that (i) any obligor fails to pay such obligor's Note in full within ten (10) days of the date of such notice; (ii) the Escrow Expiration Date has occurred; and (iii) no Case Proceeds have been received by WMI or its subsidiaries (including the Keystone Entities) or such Case Proceeds were insufficient to pay off the Note, then the Note shall be in default and the Escrow Agent shall deliver the Note to WMI and assign all of its right, title and interest in the Note to WMI, without recourse. (e) The Placement Agent or Beginning on the Company will provide last day of the Escrow Agent with full calendar month immediately following the payment instructions for each Investor, to whom the funds should be returned in accordance with sixth anniversary of this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to on the Escrow Account or another party or is subsequently invalidatedlast day of every succeeding month, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party WMI shall repay deliver written instructions to the Escrow Agent upon written request to return to WMI a number of shares equal to 1.25% of the amount so paid to it. number of Escrow Shares (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect as adjusted pursuant to the definition of Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction Shares in the matter and in accordance with its normal business practices. If Merger Agreement) held by the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any on the sixth anniversary of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (together with any dividends and distributions received on such shares and any interest or earnings on such dividends); provided, that if there has been a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives final, nonappealable judicial resolution or settlement of both Parties listed in Schedule II the Case involving two or more Installments prior to the sixth anniversary of this Agreement, in each case, each such individual an “Authorized Representative” the provisions of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 belowthis subsection shall not apply. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering offering has been terminated (the “Termination Notice”)withdrawn, the Escrow Agent shall promptly return the funds paid by each Investor Subscriber to such Investor said Subscriber without interest or offset.deduction, penalty or expense; (b) At each ClosingIf prior to 3:00 P.M. (local New York City time) on the Termination Date, the Company and the Placement Agent shall provide the Escrow Agent with receives written instructions regarding notification, in form of Exhibit A, attached hereto and made a part hereof, and signed by the disbursement Company, stating that the Termination Date has been extended to, or any date prior to, the Final Termination Date, the date shall be so extended. (c) Provided that the Escrow Agent does not receive the notice stated in (a) above and there is at least the Minimum Amount deposited into the Escrow Account on or prior to the Termination Date or the Final Termination Date or such other date that is after the Termination Date (if Escrow Agent has, prior to the Termination Date, received Exhibit A), the Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit B or in form and substance satisfactory to the Escrow Agent, received from the Company, pay the Escrow Funds in accordance with Exhibit A attached hereto and such written instructions, such payment or payments to be made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”)wire transfer or bank check. (cd) If by 5:00 3:00 P.M. Eastern time (local New York City time) on the Termination Date, or in the event the Escrow Agent has received Exhibit A, in accordance with (b) above, on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds or there is a balance in the Escrow AccountAccount of less than the Minimum Amount, if any, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors without interest or offset. The Subscribers; provided, however, solely to accommodate the clearing of Escrow Funds returned which have been properly deposited into the Escrow Account prior to the Investors Termination Date or Final Termination Date, the notice for release of funds may be delivered within 7 banking days and Escrow Funds shall not be free and clear of sent back to Subscribers until after such date. A banking day is any and all claims of day other than a Saturday, Sunday or day that the Escrow AgentBank is not legally obligated to be open. (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event Provided that the Escrow Funds total at least $500,000 at or before 2:00 P.M., New York City time, on ________________, 2000, or on any date prior thereto, the Escrow Funds (or any portion thereof) shall be paid to the Company advises or as otherwise instructed by the Company and the Underwriter , within one (1) business day after the Escrow Agent receives a written release notice in writing that substantially the Offering has been terminated form of Exhibit B attached hereto (a "Release Notice") signed by an authorized person of the “Termination Notice”)Company, and thereafter, the Escrow Account will remain open for the purpose of depositing therein the subscription prices for additional securities sold by the Company in the Offering, which additional Escrow Funds shall be paid to the Company and Underwriter (or as otherwise instructed by the Company and Underwriter) upon receipt by the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offsetof a Release Notice as described above. (b) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions a Release Notice from the Company at or before 2:00 P.M., New York City time, on _________________, 2000, and Placement Agent regarding the disbursement of the Escrow Funds in do not total at least $500,000 at such time and date, then the Escrow Funds shall be returned to Subscribers, with interest. In the event that at any time the Escrow Agent shall receive from the Company written instructions signed by an individual who is identified on Exhibit C attached hereto as a person authorized to act on behalf of the Company, requesting the Escrow Agent to refund to an individual or entity the amount of a collected check or other funds received by the Escrow Agent from said individual or entity and deposited into the Escrow Account, if any, then the Escrow Agent shall promptly return comply with such instructions provided that said funds are in the Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free Account and clear of any and all claims of have not been paid by the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Underwriter advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Subscriber to such Investor said Subscriber without interest or offset. (b) At each ClosingIf prior to 3:00 P.M. Eastern time on the Termination Date, the Escrow Agent receives written notice, in the form of Exhibit A, attached hereto and made a part hereof, and signed by the Company and Underwriter, stating that the Termination Date has been extended to the Final Termination Date, then the Termination Date shall be so extended. (c) Provided that the Escrow Agent does not receive the Termination Notice in accordance with paragraph 2(a) and there is the Minimum Amount deposited into the Escrow Account on or prior to later of the Termination Date or the date stated in the Extension Notice, if any, received by the Escrow Agent in accordance with paragraph 2(b) above, the Escrow Agent shall promptly notify the Company and the Placement Agent shall provide Underwriter that the Minimum Amount has been deposited and cleared banking channels, and then upon receipt of written instructions, in the form of Exhibit B, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent with written instructions regarding Agent, received from the disbursement of Company and Underwriter, pay the Escrow Funds in accordance with Exhibit A attached hereto and such written instructions, such payment or payments to be made by wire transfer within one (1) business day of receipt of such written instructions. Such instructions must be received by the Escrow Agent no later than 3:00 PM Eastern Time on a part hereof and signed Banking Day for the Escrow Agent to process such instructions that Banking Day. Such instructions will not be provided by the Company and Underwriter unless they have received confirmation from the Placement Agent (American Stock Exchange that the “Disbursement Instructions”)securities that are the subject of the Prospectus will be listed on the American Stock Exchange. (cd) If by 5:00 P.M. (x) 3:00 pm Eastern time on the Final Termination DateDate or the date stated in the Extension Notice, if any, that the Escrow Agent has received in accordance with paragraph 2(b) above, the total amount of the Escrow Funds is less than the Minimum Amount, or (y) 3:00 pm Eastern Time on the tenth day after the Termination Date or the date stated in the Extension Notice, if any, that the Escrow Agent has received in accordance with paragraph 2(b) above, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent the Underwriter regarding the disbursement of the Escrow Funds in the Escrow Account, if anyFunds, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors without interest or offset. The Escrow Funds returned to the Investors each Subscriber shall be free and clear of any and all claims of the Escrow Agent. (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (ef) The Placement Agent If the Termination Date, Final Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Banking Day, then it such date shall be the Banking Day that immediately preceding that date. A Banking Day is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able legally obligated to be authenticated by, Escrow Agent in accordance with Section 1.4 belowopened. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset. (b) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction Written Direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and and (iii) iii delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 1.3 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction written notice for the disbursement of funds whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that that, during the period from the date hereof through the Termination Date, both the Company advises and Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Purchaser to such Investor said Purchaser without interest interest, deduction or offset. (b) At each ClosingProvided that the Escrow Agent does not receive the Termination Notice in accordance with paragraph 2(a), the Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit A attached hereto or in form and substance satisfactory to the Escrow Agent, from the Company and the Placement Agent shall provide on the Escrow Agent with written instructions regarding the disbursement of Closing Date (or a reasonable time thereafter), pay the Escrow Funds in accordance with Exhibit A attached hereto and such written instructions, such payment or payments to be made a part hereof and signed by the Company and the Placement Agent wire transfer in United States dollars within one (the “Disbursement Instructions”)1) business day of receipt of such written instructions. (c) If If, by 5:00 P.M. Eastern 3:00 p.m. New York City time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if anyFunds, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors Purchasers without interest interest, deduction or offset. The Escrow Funds returned to the Investors each Purchaser shall be free and clear of any and all claims of the Escrow Agent. (d) Following the distribution of the Escrow Funds by the Escrow Agent in accordance with (c) of this Section 2 through the Termination Date, the Escrow Agent shall from time to time distribute any additional Escrow Funds, by wire transfer or bank check, in accordance with written instructions received from the Placement Agent and the Company in the form of Exhibit A or in form and substance satisfactory to the Escrow Agent, such payment or payments to be made by wire transfer in United States dollars within one (1) business day of receipt of such written instructions. (e) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (ef) The Placement Agent If the Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Banking Day, then it such date shall be the Banking Day that immediately precedes that date. A Banking Day is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able legally obligated to be authenticated by, Escrow Agent in accordance with Section 1.4 belowopened. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset. (b) At each Closing, the Company and the Placement Agent shall provide Provided that the Escrow Agent with written instructions regarding does not receive the disbursement of the Escrow Funds Termination Notice in accordance with Section 1.2(a) and there is the Minimum Amount deposited into the Escrow Account on or prior to the Termination Date, the Escrow Agent shall, upon receipt of written instructions in the form of Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”), pay the Escrow Funds in accordance with the Disbursement Instructions. (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, or the total amount of the Escrow Funds is less than the Minimum Amount, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow AmountFunds, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction Disbursement Instructions delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount Funds under this Agreement (a “Written Direction”) if such Written Direction is Disbursement Instructions are not: (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, the Escrow Agent in accordance with Section 1.4 3.3 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction written notice for the disbursement of funds whether such Escrow Amount Funds shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, the Escrow Agent may disburse the Escrow Amount Funds by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset. (b) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement InstructionsWritten Direction”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions Written Direction from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by, in the case of Company, any individual designated by representatives Company on Exhibit B hereto or, in the case of both Parties listed in Schedule II to this AgreementPlacement Agent, any individual designated by Placement Agent on Exhibit C hereto (in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset. (b) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's ’s jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction Written Direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction written notice for the disbursement of funds whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset. (b) At each Closingclosing of the Offering, the Company and the Placement Agent Dealer Manager shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent Dealer Manager (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent the Dealer Manager regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent Dealer Manager or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that the Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow AmountFunds, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that the Escrow Agent shall have no obligation or duty to act upon a written direction any Disbursement Instructions delivered to the Escrow Agent for the disbursement of all or part of the Escrow Amount Funds under this Agreement (a “Written Direction”) if such Written Direction is Disbursement Instructions are not: (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, the Escrow Agent in accordance with Section 1.4 3.3 below. (i) Upon request by any Party, the Escrow Agent will set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction written notice for the disbursement of funds whether such Escrow Amount Funds shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount Funds by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset. (b) [Intentionally left blank] (c) At each Closing, the Company and the Placement Selling Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Selling Agent (the “Disbursement Instructions”). (cd) [Intentionally left blank] (e) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Selling Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (df) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (eg) [Intentionally left blank] (h) The Placement Selling Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company General Partner advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return distribute to each Subscriber the funds paid by each Investor Subscription Proceeds received from such Subscriber plus their pro rata portion of the Interest Proceeds calculated pursuant to such Investor without interest or offsetSection 7. (b) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 3:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent General Partner regarding the disbursement of the Escrow Funds in and the total amount of the Escrow Account, if anyFunds is less than the Minimum Amount, then the Escrow Agent shall promptly return distribute to each Subscriber the Subscription Proceeds received from such Subscriber plus their pro rata portion of the Interest Proceeds calculated pursuant to Section 7. (c) Provided that the Escrow Funds, if any, Agent does not receive the Termination Notice in accordance with Section 2(a) and the Minimum Amount has been deposited into the Escrow Account on or prior to the Investors without interest Termination Date, the Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit A, attached hereto and made a part hereof, or offsetin a form and substance satisfactory to the Escrow Agent, received from the General Partner, pay the Escrow Funds to a segregated subscription account of the Partnership in accordance with such written instructions. Such notice shall state the date on which the initial closing date and release of the deposited Subscription Proceeds and all related Interest Proceeds shall occur. The Escrow Funds returned Agent shall make such distributions to the Investors shall be free and clear of any and all claims of General Partner on the initial closing date provided that such notice is received by 3:00 p.m. ET on a Business Day for the Escrow AgentAgent to process such instructions that Business Day. (d) If a subscription for Units is rejected by the General Partner or duly cancelled by a Subscriber after the Subscription Proceeds relating to the subscription have been deposited in the Escrow Account, the General Partner shall notify the Escrow Agent of the rejection or cancellation, and the Escrow Agent shall promptly distribute to the Subscriber a refund check made payable to such Subscriber in an amount equal to the deposited Subscription Proceeds received from such Subscriber plus any Interest Proceeds calculated pursuant to Section 7. (e) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide . Should any party to this Agreement be a non-U.S. entity, the Escrow Agent with may require up to an additional five (5) Business Days to open the payment instructions for each Investor, to whom the funds should be returned in accordance with this sectionEscrow Account. (f) In the event that The Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be Funds returned to the Escrow Account or another party or is subsequently invalidated, declared to each Subscriber shall be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter free and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition clear of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part claims of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 belowAgent. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset. (b) [Intentionally left blank] (c) At each Closing, the Company and the Placement Lead Selling Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Lead Selling Agent (the “Disbursement Instructions”). (cd) [Intentionally left blank] (e) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Lead Selling Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (df) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (eg) [Intentionally left blank] (h) The Placement Lead Selling Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Placement Agent advise the Escrow Agent jointly in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Subscriber to such Investor said Subscriber with interest and without interest or offset. (b) At each ClosingIf prior to 3:00 P.M. (local New York City time) on the Termination Date, the Escrow Agent receives written notice, in the form of Exhibit A, attached hereto (the “Extension Notice”) and made a part hereof, and signed by the Company and Placement Agent, stating that the Placement Agent Termination Date has been extended to the Extended Termination Date, then the Termination Date shall provide be so extended. (c) Provided that the Escrow Agent with does not receive the Termination Notice or the Extended Termination Date, the Escrow Agent shall, upon receipt of written instructions regarding instructions, in form and substance satisfactory to the disbursement of Escrow Agent, received from the Company and Placement Agent, pay the Escrow Funds in accordance with Exhibit A attached hereto such written instructions, which instructions shall be limited to the payment of the Placement Agent’s fee and other offering expenses and the payment of the balance to the Company (each, a “Closing”), with such payment or payments to be made a part hereof and signed by wire transfer within one (1) business day of receipt of such written instructions, which must be received by the Escrow Agent no later than 3:00 PM Eastern Time on a Business Day for the Escrow Agent to process such instructions that Business Day. The Company and the Placement Agent further agree that there shall be a limit of three (the “Disbursement Instructions”)3) Closings under this Agreement with each Closing limited to four (4) wires. Any additional wires or Closing may be subject to additional fees. (cd) If by 5:00 3:00 P.M. Eastern time on the Final later of the Termination DateDate or the date stated in the Extension Notice, if any, that the Escrow Agent has received in accordance with Section 2(b) above, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in or the total amount of the Escrow Account, if anyFunds is less than the Minimum Amount, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors Subscribers without interest or offsetoffset and close the Escrow Account immediately thereafter. The Escrow Funds returned to the Investors each Subscriber shall be free and clear of any and all claims of the Escrow Agent. (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (ef) The Placement Agent If the Termination Date, Extended Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Banking Day, then it such date shall be the Banking Day that immediately preceding that date. A Banking Day is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able legally obligated to be authenticated by, Escrow Agent in accordance with Section 1.4 belowopened. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such said Investor without interest or offsetoffset by noon of the second Banking Day following Escrow Agent’s receipt of the Termination Notice, or as soon as possible thereafter. (b) At each ClosingIf at any time prior to 3:00 P.M. Eastern Time on the Initial Termination Date, the Company and the Placement Agent shall provide the Escrow Agent with receives written instructions regarding notice, in the disbursement form of the Escrow Funds in accordance with Exhibit A A, attached hereto and made a part hereof hereof, and signed by the Company and Underwriter, stating that the Initial Termination Date has been extended to the Final Termination Date (the “Extension Notice”), then the Initial Termination Date shall be so extended. (c) If at any time prior to 3:00 P.M. Eastern Time on the Initial Termination Date, or Final Termination Date as applicable, the Escrow Agent receives written notice, in the form of Exhibit B, attached hereto and made a part hereof, and signed by the Company and the Placement Agent Underwriter, stating that the Initial Termination Date, or Final Termination Date as applicable, has been extended to the Over-Subscription Termination Date (the “Disbursement InstructionsOver-Subscription Extension Notice”), then the Initial Termination Date or Final Termination Date shall be so extended. (cd) Provided that the Escrow Agent has not received the Termination Notice in accordance with Section 2(a) and (A) there is at least the Minimum Amount deposited into the Escrow Account on or prior to later of the (i) Initial Termination Date, (ii) the date stated in the Extension Notice, if any, received by the Escrow Agent in accordance with Section 2(b) above, or (iii) the date stated in the Over-Subscription Extension Notice, if any, received by the Escrow Agent in accordance with Section 2(c) above, or (B) an initial closing on at least the Minimum Amount has previously been consummated and additional Escrow Funds are in the Escrow Account, the Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit C, attached hereto and made a part hereof, received from the Company and Underwriter, pay the Escrow Funds in accordance with such written instructions, which instructions shall be limited to payment of the Underwriter’s fee and Offering expenses, and payment of the balance to the Company, such payment or payments to be made by wire transfer by noon of the second Banking Day of receipt of such written instructions. Such instructions must be received by the Escrow Agent no later than 3:00 PM Eastern Time on a Banking Day for the Escrow Agent to process such instructions that Banking Day. (e) If by 5:00 3:00 P.M. Eastern time Time on the Final later of the (i) Initial Termination Date, (ii) the date stated in the Extension Notice, if any, that the Escrow Agent has received in accordance with Section 2(b) above, or (iii) the date stated in the Over-Subscription Extension Notice, if any, received by the Escrow Agent in accordance with Section 2(c) above, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent Underwriter regarding the disbursement of the Escrow Funds in or the total amount of the Escrow Account, if anyFunds is less than the Minimum Amount, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors without interest or offsetoffset by noon of the second Banking Day after the Initial Termination Date, or the Final Termination or Over-Subscription Termination Date as applicable, or as soon thereafter as possible. The Escrow Funds returned to the Investors each Investor shall be free and clear of any and all claims of the Escrow Agent. (df) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (eg) The Placement Agent If the Initial Termination Date, Final Termination Date or the Company will provide Over-Subscription Termination Date or any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Banking Day, then it such date shall be the Banking Day that immediately following that date. A “Banking Day” is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able legally obligated to be authenticated by, Escrow Agent in accordance with Section 1.4 belowopened. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Underwriter advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Subscriber to such Investor said Subscriber without interest or offset. (b) At each Closing, the Company and the Placement Agent shall provide Provided that the Escrow Agent with written instructions regarding does not receive the disbursement of the Escrow Funds Termination Notice in accordance with Section 2(a) and there is the Minimum Amount deposited into the Escrow Account and the Company satisfies the listing conditions to trade the Shares on the Nasdaq Capital Market on or prior to the Termination Date, the Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit A attached hereto and made a part hereof hereof, or in a form and signed by substance satisfactory to the Escrow Agent, received from the Company and Underwriter, pay the Placement Escrow Funds in accordance with such written instructions, which instructions shall be limited to the payment of the Underwriter’s fee and other offering expenses and the payment of the balance to the Company. Such payment or payments shall be made by wire transfer within one (1) Business Day of receipt of such written instructions, which must be received by the Escrow Agent (no later than 3:00 p.m., Eastern time, on a Business Day for the “Disbursement Instructions”)Escrow Agent to process such instructions that Business Day. (c) If by 5:00 P.M. 3:00 p.m., Eastern time time, on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent Underwriter regarding the disbursement of the Escrow Funds in and the total amount of the Escrow Account, if anyFunds is less than the Minimum Amount or the Nasdaq listing conditions have not been satisfied, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors Subscribers without interest or offset. The Escrow Funds returned to the Investors each Subscriber shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent If the Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Business Day, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount date shall be disbursed by way of wire transfer the Business Day that immediately precedes that date. A “Business Day” is any day other than a Saturday, Sunday or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfera Bank holiday.

Release of Escrow Funds. (a) The release of Escrow Funds shall be paid by subject to the terms of this Agreement and the Escrow Agreement. (b) On the date which is twelve (12) months after the Closing Date (the “Release Date”), Sellers and Parent shall execute a joint instruction directing the Escrow Agent to release promptly, but no later than two (2) Business Days following receipt of such instruction, to each Seller the amount equal to the portion of such Seller’s share of the balance of the Escrow Fund hereunder and under the EquiPower Agreement as of the Release Date in accordance with the following:Payout Schedule minus the amounts of any unresolved Claims of the Indemnified Parent Entities or the “Indemnified Purchaser Entities” as defined in the EquiPower Agreement for indemnification properly asserted in accordance with the terms and limitations set forth in this Agreement and the Escrow Agreement (such claims being hereinafter referred to as “Pending Claims”) provided, that all of the funds in the Escrow Fund will be released to the Sellers on the Release Date unless the amount of all Pending Claims is in excess of $35,000,000, in which case solely the amount of Pending Claims in excess of $35,000,000 shall be retained in the Escrow Fund. (ac) In If at any time between the event that Closing Date and the Company advises Release Date, any Pending Claims by an Indemnified Parent Entity in respect of which amounts may have been retained in the Escrow Agent in writing that Fund pursuant to Section 9.05(b) are finally resolved by either mutual written agreement of the Offering has been terminated Sellers and Parent or by a final non-appealable decision of a court of competent jurisdiction or similar judicial entity (the such Claims being hereinafter referred to “Termination NoticeResolved Claims”), the Escrow Agent shall promptly return disburse promptly, but no later than two (2) Business Days following receipt of such mutual written agreement or final court determination, to the funds paid by each Investor to such Investor without interest or offset. (b) At each ClosingIndemnified Parent Entity, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Accountaggregate amount, if any, then of such Resolved Claims (or, if less, the remaining funds in the Escrow Agent shall promptly return Fund) determined to be owing to such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow AgentIndemnified Parent Entity. (d) The Escrow Agent shall not be required to pay After the Release Date, at such time as any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide Pending Claims in respect of which amounts may have been retained in the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party Fund pursuant to this Escrow Agreement and for any reason such payment (or any portion thereofSection 9.05(b) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Partybecome Resolved Claims, the Escrow Agent set up each Party with on-line access shall disburse promptly, but no later than two (2) Business Days following receipt of such final determination, (i) to the account(sIndemnified Parent Entities, the aggregate amount, if any, of such Resolved Claims (or, if less, the remaining funds in the Escrow Fund) established determined to be owing to such Indemnified Parent Entities, and (ii) to each of the Sellers, the amount equal to the portion of such Seller’s share of the Escrow Fund in accordance with the Payout Schedule, if any, of such Resolved Claims that was not disbursed to the Indemnified Parent Entities in accordance with such final determination and the Escrow Agreement but not to exceed the balance of the Escrow Fund as of such date minus the aggregate amount of all Pending Claims in respect of which amounts may have been retained in the Escrow Fund pursuant to this Agreement, which each Party can use to view and verify transaction on Section 9.05(b) as of such account(s)date. (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Subscriber to such Investor said Subscriber without interest or offset. (b) At each ClosingIf prior to 3:00 P.M. Eastern time on the Termination Date, the Escrow Agent receives written notice, in the form of Exhibit A, attached hereto and made a part hereof, and signed by the Company and Placement Agent, stating that the Placement Agent Termination Date has been extended to the Final Termination Date, then the Termination Date shall provide be so extended. (c) Provided that the Escrow Agent does not receive the Termination Notice in accordance with paragraph 2(a) and there are any funds deposited into the Escrow Account on or prior to later of the Termination Date or the date stated in the Extension Notice, if any, received by the Escrow Agent in accordance with paragraph 2(b) above, the Escrow Agent shall, upon receipt of written instructions regarding instructions, in the disbursement form of Exhibit B, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and Placement Agent, pay the Escrow Funds in accordance with Exhibit A attached hereto and such written instructions, such payment or payments to be made a part hereof and signed by wire transfer within one (1) business day of receipt of such written instructions. Such instructions must be received by the Company and Escrow Agent no later than 3:00 PM Eastern Time on a Banking Day for the Placement Escrow Agent (the “Disbursement Instructions”)to process such instructions that Banking Day. (cd) If by 5:00 3:00 P.M. Eastern time on the Final later of the Termination DateDate or the date stated in the Extension Notice, if any, that the Escrow Agent has received in accordance with paragraph 2(b) above, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if anyFunds, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors without interest or offset. The Escrow Funds returned to the Investors each Subscriber shall be free and clear of any and all claims of the Escrow Agent. (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (ef) The Placement Agent If the Termination Date, Final Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Banking Day, then it such date shall be the Banking Day that immediately preceding that date. A Banking Day is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able legally obligated to be authenticated by, Escrow Agent in accordance with Section 1.4 belowopened. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Underwriter advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such said Investor without interest or offsetoffset by noon of the next business day after the Termination Date. (b) At each ClosingIf prior to 3:00 P.M. Eastern time on the Termination Date, the Escrow Agent receives written notice, in the form of Exhibit A, attached hereto and made a part hereof, and signed by the Company and Underwriter, stating that the Placement Agent Termination Date has been extended to the Final Termination Date (the “Extension Notice”), then the Termination Date shall provide be so extended. (c) Provided that the Escrow Agent does not receive the Termination Notice in accordance with Section 2(a) and there is the Minimum Amount deposited into the Escrow Account on or prior to later of the Termination Date or the date stated in the Extension Notice, if any, received by the Escrow Agent in accordance with Section 2(b) above, the Escrow Agent shall, upon receipt of written instructions regarding instructions, in the disbursement form of Exhibit B, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and Underwriter, pay the Escrow Funds in accordance with Exhibit A attached hereto and such written instructions, such payment or payments to be made a part hereof and signed by wire transfer within one (1) business day of receipt of such written instructions. Such instructions must be received by the Escrow Agent no later than 3:00 PM Eastern Time on a Banking Day for the Escrow Agent to process such instructions that Banking Day. In no event will the escrow amount be released to the Company and until such amount is received by the Placement Escrow Agent (in the “Disbursement Instructions”)Escrow Funds. (cd) If by 5:00 3:00 P.M. Eastern time on the Final later of the Termination DateDate or the date stated in the Extension Notice, if any, that the Escrow Agent has received in accordance with Section 2(b) above, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent Underwriter regarding the disbursement of the Escrow Funds in or the total amount of the Escrow Account, if anyFunds is less than the Minimum Amount, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors without interest or offsetoffset by noon of the next business day after the Termination Date, or the Final Termination as applicable. The Escrow Funds returned to the Investors each Investor shall be free and clear of any and all claims of the Escrow Agent. (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (ef) The Placement Agent If the Termination Date, Final Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Banking Day, then it such date shall be the Banking Day that immediately preceding that date. A “Banking Day” is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able legally obligated to be authenticated by, Escrow Agent in accordance with Section 1.4 belowopened. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Underwriter advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such said Investor without interest or offset. (b) At each ClosingProvided that the Escrow Agent does not receive the Termination Notice in accordance with Section 2(a) and the Minimum Amount is deposited into the Escrow Account on or prior to the Termination Date, the Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit A, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of Underwriter, pay the Escrow Funds in accordance with Exhibit A attached hereto and such written instructions, such payment or payments to be made a part hereof and signed by wire transfer within one (1) business day of receipt of such written instructions. Such instructions must be received by the Company and Escrow Agent no later than 3:00 PM Eastern Time on a Banking Day for the Placement Escrow Agent (the “Disbursement Instructions”)to process such instructions that Banking Day. (c) If by 5:00 3:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent Underwriter regarding the disbursement of the Escrow Funds in or the total amount of the Escrow Account, if anyFunds is less than the Minimum Amount, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors without interest or offset. The Escrow Funds returned to the Investors each Investor shall be free and clear of any and all claims of the Escrow Agent. (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (ef) The Placement Agent If the Termination Date, Final Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Banking Day, then it such date shall be the Banking Day that immediately precedes that date. A “Banking Day” is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able legally obligated to be authenticated by, Escrow Agent in accordance with Section 1.4 belowopened. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Subscriber to such Investor said Subscriber without interest or offset. (b) At each ClosingProvided that the Escrow Agent does not receive the Termination Notice in accordance with Section 2(a) and there is at least $17,187,500 deposited into the Escrow Account representing the purchase price of the 1,250,000 Share Minimum Amount, the Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit A, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, executed by both the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of Agent, pay the Escrow Funds in accordance with Exhibit A attached hereto such written instructions, which instructions shall be limited to the payment of the Placement Agent’s fee and made a part hereof other offering expenses (including, but not limited to Gusrae Xxxxxx Xxxxxxx PLLC, the Placement Agent’s legal counsel in the Offering) and signed by the payment of the balance to the Company and the Placement Agent (the “Disbursement InstructionsInitial Closing”). Such payment or payments shall be made by wire transfer within one (1) Business Day of receipt of such written instructions, which must be received by the Escrow Agent no later than 3:00 PM Eastern Time on a Business Day for the Escrow Agent to process such instructions that Business Day. (c) If by 5:00 3:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in and the total amount of the Escrow Account, if anyFunds is less than the Minimum Amount, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors Subscribers without interest or offset. The Escrow Funds returned to the Investors each Subscriber shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent If the Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with notice or instructions or for the payment instructions for each InvestorEscrow Agent to take action is not a Business Day, to whom then such date shall be the funds should be returned in accordance with this sectionBusiness Day that immediately precedes that date. A “Business Day” is any day other than a Saturday, Sunday or a Bank holiday. (f) In The Company and the event that Escrow Placement Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to may following the Initial Closing conduct subsequent closings of the Offering through the Escrow Account or another party or is subsequently invalidatedfollowing, declared to be fraudulent or preferentialas applicable, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then similar procedures for the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any closing of the Parties or any other person by reason of such compliance, regardless of Initial Closing through the final disposition of any such judgment, order or processTermination Date. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Subscriber to such Investor said Subscriber without interest or offset. (b) At each Closing, the Company and the Placement Agent shall provide Provided that the Escrow Agent does not receive the Termination Notice in accordance with paragraph 2(a) and further provided the Total Amount deposited into the Escrow Account on or prior to the Termination Date and received by the Escrow Agent has cleared the banking system, the Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit B, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company, pay the Escrow Funds in accordance with such written instructions, such payment or payments to be made by wire transfer within one (1) business day of receipt of such written instructions. Such instructions must be received by the Escrow Agent no later than 3:00 PM Eastern Time on a Banking Day for the Escrow Agent to process such instructions that Banking Day. (c) If by 3:00 P.M. Eastern time on the Termination Date the Escrow Agent has not received in accordance with paragraph 2(b) above, written instructions from the Company regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by or the Company and the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement total amount of the Escrow Funds in is less than the Escrow Account, if anyTotal Amount, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors without interest or offset. The Escrow Funds returned to the Investors each Subscriber shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal.. Excel Corporation Escrow Agmt - public offering form (rev 4 2010) (e) The Placement Agent If the Termination Date, or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Banking Day, then it such date shall be the Banking Day that immediately preceding that date. A Banking Day is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able legally obligated to be authenticated by, Escrow Agent in accordance with Section 1.4 belowopened. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “"Termination Notice”"), the Escrow Agent shall promptly return the funds paid by each Investor Purchaser to such Investor said Purchaser without interest or offset. (b) At each ClosingThe Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit A attached hereto or in form and substance satisfactory to the Escrow Agent, received from the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of Agent, pay the Escrow Funds in accordance with Exhibit A attached hereto and such written instructions, such payment or payments to be made a part hereof and signed by the Company and the Placement Agent wire transfer within one (the “Disbursement Instructions”)1) business day of receipt of such written instructions. (c) If by 5:00 3:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if anyFunds, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors Purchasers without interest or offset. The Escrow Funds returned to the Investors each Purchaser shall be free and clear of any and all claims of the Escrow Agent. (d) Following the distribution of the Escrow Funds by the Escrow Agent in accordance with (b) of this Section 2 through the Termination Date, the Escrow Agent shall from time to time distribute any additional Escrow Funds, by wire transfer or bank check, in accordance with written instructions received from the Placement Agent and the Company in the form of Exhibit A or in form and substance satisfactory to the Escrow Agent. (e) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (ef) The Placement Agent If the Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Banking Day, then it such date shall be the Banking Day that immediately preceding that date. A Banking Day is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able legally obligated to be authenticated by, Escrow Agent in accordance with Section 1.4 belowopened. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Purchaser to such Investor said Purchaser without interest or offset. (b) At each ClosingThe Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit A attached hereto or in form and substance satisfactory to the Escrow Agent, received from the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of Agent, pay the Escrow Funds in accordance with Exhibit A attached hereto and such written instructions, such payment or payments to be made a part hereof and signed by the Company and the Placement Agent wire transfer within one (the “Disbursement Instructions”)1) business day of receipt of such written instructions. (c) If by 5:00 3:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if anyFunds, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors Purchasers without interest or offset. The Escrow Funds returned to the Investors each Purchaser shall be free and clear of any and all claims of the Escrow Agent. (d) Following the distribution of the Escrow Funds by the Escrow Agent in accordance with (b) of this Section 2 through the Termination Date, the Escrow Agent shall from time to time distribute any additional Escrow Funds, by wire transfer or bank check, in accordance with written instructions received from the Placement Agent and the Company in the form of Exhibit A or in form and substance satisfactory to the Escrow Agent received by the Escrow Agent no later than 3 P.M. Eastern time on the Termination Date, provided, however, in the event that the Offering is oversubscribed, the Placement Agent and the Company shall deliver written instructions as to the distribution of such Escrowed Funds in excess of the Maximum Subscription Amount within 3 business days of the Termination Date. (e) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (ef) The Placement Agent If the Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Banking Day, then it such date shall be the Banking Day that immediately preceding that date. A Banking Day is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able legally obligated to be authenticated by, Escrow Agent in accordance with Section 1.4 belowopened. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Subject to Section 3(g) and Section 22 below, the Escrow Funds shall be distributed by Escrow Agent as follows: (a) If Parent and the Stockholders’ Representatives shall at any time jointly direct Escrow Agent in writing to distribute some or all Escrow Funds, or if Escrow Agent shall have received an order, decree or judgment of a court or arbitrator of competent jurisdiction, presented by Parent and/or the Stockholders’ Representative and certified to be final and non-appealable, and directing Escrow Agent to distribute some or all Escrow Funds, Escrow Agent shall within five (5) Business Days distribute the Escrow Funds as directed in such joint written direction, order, decree or judgment. (b) At any time during the period commencing on the date of this Client Escrow Agreement and terminating at 5:00 p.m. EST on (y) the second anniversary of the date hereof, or (z) in the event that the Parent exercises its right to extend the term of this Client Escrow Agreement pursuant to Section 3(d), the third anniversary of the date hereof, Parent may give to the Stockholders’ Representative and the Escrow Agent a Claim Notice in substantially the form of Exhibit 1 describing in reasonable detail the facts giving rise to a claim for the release of the Escrow Funds (or any portion thereof) pursuant to Subsections 2.5(b), (c), and/or (d) of the Merger Agreement and/or Section 10.4(b) of the Merger Agreement, which shall include the amount and the method of computation of the amount of such claim, and a reference to the provision of the Merger Agreement upon which such claim is based. In the event that the Stockholders’ Representative shall fail, within ten (10) Business Days after the receipt by him of any Claim Notice, to deliver to the Parent and the Escrow Agent a written notice (the “Objection Notice”) denying that the claim stated in the Claim Notice, or any portion thereof, is due and payable to Parent and setting forth in reasonable detail the reasons for such denial, the Escrow Agent shall, on the twelfth (12th) Business Day after receipt by the Escrow Agent of such Claim Notice, automatically withdraw from the Escrow Funds and transfer to the Parent the amount set forth in the Claim Notice. In the event that the Stockholders’ Representative shall, within ten (10) Business Days after the receipt by it of a Claim Notice, deliver an Objection Notice to the Parent and the Escrow Agent, the Escrow Agent shall retain as Escrow Funds the amount set forth in the Objection Notice (the “Disputed Amount”) until otherwise directed by a written instrument signed by the Stockholders’ Representative and the Parent or by an order, decree or judgment of a court or arbitrator of competent jurisdiction, presented by the prevailing party and certified to be final and non-appealable. In the event that the Parent becomes entitled to receive any amount of the Escrow Funds in satisfaction of a claim set forth in a Claim Notice, the Escrow Agent shall promptly transfer to the Parent the amount then held in the Escrow Funds sufficient (to the extent such funds are available in the Escrow Fund for distribution) to comprise the amount necessary to satisfy such claim. (c) On the second anniversary of the date hereof, or in the event that Parent shall have exercised its right to extend the term of this Client Escrow Agreement pursuant to Section 3(d), the earlier to occur of (i) the third anniversary of the date hereof, or (ii) the fifteenth day after receipt by the Escrow Agent of a Claim Notice (during the Extension Term, as hereinafter defined) pursuant to Section 3(b) of this Client Escrow Agreement, the Escrow Agent shall automatically, without further action or notice from or by the Parent or the Stockholders’ Representative, distribute the then-current balance of the Escrow Funds, less all Disputed Amounts (if any), which the Escrow Agent shall continue to hold in accordance with the provisions of this Client Escrow Agreement, to Sxxxxxx and the Company Stockholders, as the case may be, provided, however, that if the Escrow Agent receives a Term Extension Notice (as hereinafter defined), within ten (10) days before the second anniversary of the date hereof, the Escrow Agent shall continue to hold the Escrow Funds in accordance with the provisions of this Client Escrow Agreement. (d) In the event that the E&O Claim shall not have been fully and finally resolved before the second anniversary of the date hereof, the Parent shall have the sole right to extend the term of this Escrow Agreement until the earlier to occur of (i) the third anniversary of the date hereof or (ii) the date on which the Escrow Agent shall have received written notice from Parent and the Stockholders’ Representative stating that the E&O Claim has been fully and finally resolved (such period being the “Extension Term”), by giving notice (the “Term Extension Notice”) in substantially the form of Exhibit 2 to the Stockholders’ Representative and the Escrow Agent stating that the term of this Escrow Agreement shall be extended and describing in reasonable detail the grounds for such extension. For purposes of this Section 3, the E&O Claim shall have been “fully and finally resolved” upon (y) (A) the entry of an order, decree or judgment of a court or arbitrator of competent jurisdiction with respect to the E&O Claim and the facts and circumstances giving rise thereto, or (B) the execution and delivery by the Company and the Western Conference of Teamsters Group Legal Services Fund, its successors or assigns, of a settlement agreement and release with respect to any the E&O Claim and the facts and circumstances giving rise thereto; and (z) the acceptance or denial by Chubb Group of Insurance Companies of the Company’s insurance claim (or any portion thereof) with respect to E&O Claim under the Company’s errors and omissions insurance policy. (e) Any funds payable to the Company Stockholders pursuant to this Escrow Agreement shall (i) first be paid by the Escrow Agent to Jxxx Xxxxxxx (“Sxxxxxx”) in accordance the amount specified in the Sxxxxxx Allocation Instructions (as hereinafter defined); and (ii) be paid by the Escrow Agent to the Company Stockholders by check for immediate payment to the order of the recipient; provided, that prior to making any such payment, the Escrow Agent shall have received written instructions (the “Sxxxxxx Allocation Instructions”) from the Stockholders’ Representative specifying the amount of such payment to be paid to Sxxxxxx and/or the Company Stockholders, respectively, it being acknowledged and agreed that the Stockholders’ Representative shall not designate any funds for payment to the Company Stockholders until the Company’s indebtedness (including the principal amount and all interest accrued thereon) under that certain Promissory Note (the “Sxxxxxx Note”), dated as of the date hereof, by the Company in favor of Sxxxxxx, including interest, shall have been satisfied in full. Any and all payments to the Company Stockholders shall be in the proportions and to the addresses set forth on Schedule 1 hereto, less such amounts as the Stockholders’ Representative, by written notice to the Escrow Agent, shall direct to be paid to BKR International Mergers & Acquisitions Group, LLC, in payment of its fees payable by the Company Stockholders in connection with the following:Merger. Any and all payments to the Parent shall be paid directly to Parent at the account listed on Schedule 2 hereto, or to such other account as the Parent (or its successors) may designate. Any and all payments to Sxxxxxx shall be paid directly to Sxxxxxx at the account listed on Schedule 3 hereto, or to such other account as the Stockholder Representative may designate. (af) Any Claim Notice or other written instruction which directs the Escrow Agent to disburse all or a portion of the Escrow Funds shall specify the amount of such disbursement to be paid out of the Escrow Deposit and the amount of such disbursement to be paid out of the interest or other income earned on the Escrow Deposit, it being acknowledged and agreed that all payments made pursuant to this Client Escrow Agreement shall first be deducted from the Escrow Deposit. (g) In the event that the Escrow Agent is required or directed to make a payment to either the Parent or the Company advises Stockholders hereunder and, at the time of such payment, any amounts remain outstanding under the Escrow Note, then such payments shall be made as follows: (i) In the event of a payment to Parent, the amount of such payment shall be paid (A) first, by reduction of any accrued and unpaid interest pursuant to the Escrow Note, (B) second, by reduction of any outstanding principal amount due pursuant to the Escrow Note and (C) thereafter, by payment of Escrow Funds in accordance with the terms hereof. (ii) In the event of a payment to the Company Stockholders, the amount of such payment shall be paid (A) first, by payment of Escrow Funds in accordance with the terms hereof, (B) second, from any accrued and unpaid interest pursuant to the Escrow Note and (C) thereafter, from any outstanding principal amount due pursuant to the Escrow Note. (iii) In the event that Parent defaults on its obligation to make timely payment to the Escrow Agent pursuant to the Escrow Note of any amounts due pursuant to clauses (B) and/or (C) of Section 3(g)(ii) above, and the Stockholders’ Representative exercises its rights to foreclose upon the shares of Parent’s common stock, par value $0.00001 per share, (“Parent Shares”) in writing that accordance with the Offering has been terminated terms of the Escrow Note, following such foreclosure the Stockholders’ Representative shall have the right to direct the Escrow Agent to distribute such Parent Shares to the Company Stockholders in the proportions set forth herein with respect to the distribution of Escrow Funds. Escrow Agent shall have the right to rely on such letter of instructions from Stockholders’ Representative and shall not be responsible for the allocation of the Parent Shares amongst the Company Stockholders. (h) In the “Termination Notice”)event of (i) any prepayments of the Escrow Note by Parent pursuant to the Escrow Note or (ii) any reductions of the principal amount due pursuant to the Escrow Note in accordance with Section 3(g) above, the Escrow Agent shall promptly release and return to Parent a number of Parent Shares as determined and instructed jointly by the funds paid by each Investor to such Investor without interest or offsetParties, all which shall be in accordance with the Escrow Note. (bi) At each Closing, the Company and the Placement Agent Any distribution of Parent Shares hereunder shall provide be made by the Escrow Agent with delivering to Purchaser or Stockholders’ Representative the applicable number of shares as set forth in such written instructions regarding the disbursement of notice delivered to the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed Agent by the Company and Parties. When the Placement Escrow Agent (is directed to make a release of Parent Shares pursuant to the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Dateterms of this Agreement, the Escrow Agent has not received written Disbursement Instructions from shall deliver such Parent Shares to Parent with a request to break such shares into the Company appropriate denominations and Placement Agent regarding the disbursement of the Escrow Funds registration as directed in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, written notice delivered by Parties to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (d) . The Escrow Agent shall not be required responsible for the disposition of the Parent Shares while such Parent Shares are being held outside of JPMorgan Chase Bank, N. A. The Escrow Agent shall not be responsible for the calculation or determination of the number of Escrow Shares be distributed to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent Purchaser or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount Stockholders under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Subscription Receipt Agent shall release the Escrow Funds shall be paid by certified cheque, bank draft or wire transfer, as follows in the Escrow Agent in accordance with the followingfollowing circumstances: (a) In in the event that the Company advises Release Notice is delivered to the Subscription Receipt Agent prior to the Termination Time, then the Escrow Funds will be released as follows immediately after the Release Time: (i) an amount representing the balance owing of the Agents’ Commission plus any interest accrued and actually earned thereon shall be released by the Subscription Receipt Agent to the Lead Agent; and (ii) all of the remaining Escrow Funds shall be released by the Subscription Receipt Agent to or at the direction of the Corporation; all as provided for in writing that the Offering has been terminated (the “Termination Release Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset.; and (b) At each Closing, in the Company and event that a Termination Notice is delivered to the Placement Subscription Receipt Agent shall provide or in the Escrow Agent with written instructions regarding event that the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed Release Notice has not been received by the Company and Subscription Receipt Agent prior to the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if anyTime, then the Escrow Subscription Receipt Agent shall promptly return such Escrow Fundspay the amount of $0.23 per SubscriptionReceipt, if anytogether with any pro-rata interest earned thereon, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of less any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is withholding tax required to be returned withheld in respect thereof (based on an opinion from the Corporation’s counsel confirming the same), to all holders of the Escrow Account Subscription Receipts, and shall forthwith mail or another party deliver, or is subsequently invalidated, declared cause to be fraudulent mailed or preferentialdelivered, set aside and/or required to be repaid to each Subscription Receiptholder a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request cheque in the amount so paid to itpayable at the address on the register of holders of Subscription Receipts provided herein. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Underwriter advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such said Investor without interest or offset. (b) At each ClosingIf prior to 3:00 P.M. Eastern time on the Termination Date, the Escrow Agent receives written notice, in the form of Exhibit A, attached hereto and made a part hereof, and signed by the Company and Underwriter, stating that the Placement Agent Termination Date has been extended to the Final Termination Date (the “Extension Notice”), then the Termination Date shall provide be so extended. (c) Provided that the Escrow Agent does not receive the Termination Notice in accordance with Section 2(a) and there is the Minimum Amount deposited into the Escrow Account on or prior to later of the Termination Date or the date stated in the Extension Notice, if any, received by the Escrow Agent in accordance with Section 2(b) above, the Escrow Agent shall, upon receipt of written instructions regarding instructions, in the disbursement form of Exhibit B, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and Underwriter, pay the Escrow Funds in accordance with Exhibit A attached hereto and such written instructions, such payment or payments to be made a part hereof and signed by wire transfer within one (1) business day of receipt of such written instructions. Such instructions must be received by the Company and Escrow Agent no later than 3:00 PM Eastern Time on a Banking Day for the Placement Escrow Agent (the “Disbursement Instructions”)to process such instructions that Banking Day. (cd) If by 5:00 3:00 P.M. Eastern time on the Final later of the Termination DateDate or the date stated in the Extension Notice, if any, that the Escrow Agent has received in accordance with Section 2(b) above, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent Underwriter regarding the disbursement of the Escrow Funds in or the total amount of the Escrow Account, if anyFunds is less than the Minimum Amount, then the Escrow Agent shall promptly promptly, but in no event shall be later than five (5) business days after the Termination Date or the date stated in the Extension Notice, return such the Escrow Funds, if any, Funds to the Investors without interest or offset. The Escrow Funds returned to the Investors each Investor shall be free and clear of any and all claims of the Escrow Agent. (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (ef) The Placement Agent If the Termination Date, Final Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Banking Day, then it such date shall be the Banking Day that immediately preceding that date. A “Banking Day” is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able legally obligated to be authenticated by, Escrow Agent in accordance with Section 1.4 belowopened. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Subscriber to such Investor said Subscriber without interest or offsetdeduction, penalty or expense. (b) At each ClosingProvided that the Escrow Agent does not receive the Termination Notice in accordance with paragraph 2(a), the Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit A, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and the Placement Agent shall provide on or before the Escrow Agent with written instructions regarding the disbursement of Termination Date, pay the Escrow Funds in accordance with Exhibit A attached hereto and such written instructions, such payment or payments to be made a part hereof and signed by wire transfer within one (1) business day of receipt of such written instructions. Such instructions must be received by the Company and Escrow Agent no later than 3:00 PM Eastern Time on a Banking Day for the Placement Escrow Agent (the “Disbursement Instructions”)to process such instructions that Banking Day. (c) If by 5:00 3:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if anyFunds, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors Subscribers without interest or offsetdeductions, penalty or expense. The Escrow Funds returned to the Investors each Subscriber shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent If the Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with notice or instructions or for the payment instructions for each InvestorEscrow Agent to take action is not a Banking Day, then such date shall be the Banking Day that immediately precedes that date. A Banking Day is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not legally obligated to whom the funds should be returned in accordance with this sectionopened. (f) In the event that Escrow Agent makes The Company may reject or cancel any subscription for its securities in whole or in part. If payment to any other party pursuant to this Escrow Agreement and for any reason such payment (rejected or any portion thereof) is required canceled subscription has been delivered to be returned to Escrow Agent, the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then Company and the recipient party shall repay to Placement Agent will inform the Escrow Agent upon written request of the amount so paid to it. (g) The rejection or cancellation, and Escrow Agent shallupon receiving such notice shall promptly return such funds to said Subscriber, but in its sole discretion, comply with judgments or orders issued or process entered by any court with respect no event prior to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter those funds becoming collected and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or processavailable for withdrawal. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event Provided that the Escrow Funds total at least $1,000,000 at or before 2:00 P.M., New York City time, on ________________, 1999, or on any date prior thereto, the Escrow Funds (or any portion thereof) shall be paid to the Company advises or as otherwise instructed by the Company and the Dealer-Manager , within one (1) business day after the Escrow Agent receives a written release notice in writing that substantially the Offering has been terminated form of Exhibit B attached hereto (a "Release Notice") signed by an authorized person of the “Termination Notice”)Company, and thereafter, the Escrow Account will remain open for the purpose of depositing therein the subscription prices for additional securities sold by the Company in the Offering, which additional Escrow Funds shall be paid to the Company and Dealer-Manager (or as otherwise instructed by the Company and Dealer-Manager) upon receipt by the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offsetof a Release Notice as described above. (b) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions a Release Notice from the Company at or before 2:00 P.M., New York City time, on _________________, 1999, and Placement Agent regarding the disbursement of the Escrow Funds in do not total at least $1,000,000 at such time and date, then the Escrow Funds shall be returned to Subscribers, with interest. In the event that at any time the Escrow Agent shall receive from the Company written instructions signed by an individual who is identified on Exhibit C attached hereto as a person authorized to act on behalf of the Company, requesting the Escrow Agent to refund to an individual or entity the amount of a collected check or other funds received by the Escrow Agent from said individual or entity and deposited into the Escrow Account, if any, then the Escrow Agent shall promptly return comply with such instructions provided that said funds are in the Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free Account and clear of any and all claims of have not been paid by the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Subscriber to such Investor said Subscriber without interest or offset. (b) At each ClosingIf prior to 3:00 P.M. Eastern time on the Termination Date, the Escrow Agent receives written notice, in the form of Exhibit A, attached hereto and made a part hereof, and signed by the Company and Placement Agent, stating that the Placement Agent Termination Date has been extended to the Final Termination Date (the “Extension Notice”), then the Termination Date shall provide be so extended. (c) Provided that the Escrow Agent does not receive the Termination Notice in accordance with Section 2(a) and the Minimum Amount has been deposited into the Escrow Account on or prior to the later of the Termination Date or the date stated in the Extension Notice, if any, received by the Escrow Agent in accordance with Section 2(b) above, the Escrow Agent shall, upon receipt of written instructions regarding instructions, in the disbursement form of Exhibit B, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and Placement Agent, pay the Escrow Funds in accordance with Exhibit A attached hereto such written instructions, which instructions shall be limited to the payment of the Placement Agent’s fee and other offering expenses and the payment of the balance to the Company (each, the “Closing”). Such payment or payments shall be made a part hereof and signed by wire transfer within one (1) Business Day of receipt of such written instructions, which must be received by the Escrow Agent no later than 3:00 PM Eastern Time on a Business Day for the Escrow Agent to process such instructions that Business Day. The Company and the Placement Agent further agree that there shall be a limit of one (1) Closing under this Agreement with the “Disbursement Instructions”)Closing limited to four (4) wires. Any additional wires may be subject to additional fees. (cd) If by 5:00 3:00 P.M. Eastern time on the Final later of the Termination DateDate or the date stated in the Extension Notice, if any, that the Escrow Agent has received in accordance with Section 2(b) above, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in or the total amount of the Escrow Account, if anyFunds is less than the Minimum Amount, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors Subscribers without interest or offsetoffset and close the Escrow Account immediately thereafter. The Escrow Funds returned to the Investors each Subscriber shall be free and clear of any and all claims of the Escrow Agent. (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide . Should any party to this Agreement be a non-U.S. entity, the Escrow Agent with may require up to an additional five (5) Business Days to open the payment instructions for each Investor, to whom the funds should be returned in accordance with this sectionEscrow Account. (f) In If the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (Termination Date, Final Termination Date or any portion thereof) date that is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party deadline under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to this Agreement for giving the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments notice or orders issued instructions or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If for the Escrow Agent complies with any such judgment, order or processto take action is not a Business Day, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount date shall be disbursed by way of wire transfer the Business Day that immediately precedes that date. A “Business Day” is any day other than a Saturday, Sunday or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfera Bank holiday.

Release of Escrow Funds. The Escrow Funds shall be paid distributed by the Escrow Agent in accordance with the followingas follows: (a) In If the event that Seller Representative and the Company advises the Purchaser shall at any time jointly direct Escrow Agent in writing that to distribute some or all of the Offering has been terminated (the “Termination Notice”)Escrow Funds, the or if Escrow Agent shall promptly return have received an order, decree or judgment of a court or arbitrator of competent jurisdiction and directing Escrow Agent to distribute some or all of the funds paid by each Investor to Escrow Funds, Escrow Agent shall on the fifth (5th) Business Day thereafter distribute the amount of the Escrow Funds as directed in such Investor without interest joint written direction, order, decree or offsetjudgment. (b) At each Closingany time during the term of this Agreement, the Company Purchaser may give to Seller Representative and the Placement Agent shall provide the Escrow Agent written notice (a “Payment Notice”) describing in reasonable detail any costs incurred by Purchaser or the Company following the Closing with written instructions regarding the disbursement respect to completion of the work items listed on Schedule A hereto (“Costs”). In the event that Seller Representative disputes that the amount of the Costs specified in a Payment Notice, or any portion thereof, is due and payable to Purchaser, Seller Representative shall deliver to Purchaser and Escrow Funds Agent a notice (an “Objection Notice”) indicating the amount of such dispute (a “Disputed Amount”) and describing in accordance with Exhibit A attached hereto and made reasonable detail the grounds for such dispute. If the Escrow Agent does not receive a part hereof and signed by copy of an Objection Notice on or prior to the Company and the Placement Agent tenth (10th) Business Day (the “Disbursement InstructionsObjection Date”)) immediately following receipt by the Escrow Agent of a copy of a Payment Notice delivered pursuant to the this Agreement, then the Escrow Agent shall, on the fifth (5th) Business Day after the Objection Date, distribute to, or as directed by, the Purchaser the amount claimed by the Purchaser in the Payment Notice. (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from receives a copy of an Objection Notice on or prior to the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if anyObjection Date, then the Escrow Agent shall promptly return (i) on the fifth (5th) Business Day after the Objection Date distribute to, or as directed by, the Purchaser the amount claimed by the Purchaser in the Payment Notice which is not disputed by the Seller Representative in such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free Objection Notice and clear of any and all claims (ii) retain as part of the Escrow AgentFunds the Disputed Amount, and continue to hold and disburse such amount in accordance with the provisions of this Escrow Agreement. (d) Promptly, but in no event longer than five (5) Business Days, following the date on which Purchaser and Seller agree that the work items listed on Schedule A have been fully completed, the Purchaser and the Seller Representative shall deliver joint written notice to the Escrow Agent directing the Escrow Agent to distribute to, or as directed by, the Seller Representative the then-remaining amount of the Escrow Funds less (A) the aggregate of any Disputed Amounts and (B) the amount claimed by the Purchaser in any Payment Notices received as of such date by the Escrow Agent in respect of which an Objection Notice had not yet been received, or required to be received, by the Escrow Agent (“Pending Claim Amounts”). The Escrow Agent shall not be required continue to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned hold and disburse such Disputed Amounts and Pending Claim Amounts in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to provisions of this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to itAgreement. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Sales Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Subscriber to such Investor said Subscriber without interest or offset. (b) At each ClosingProvided that the Escrow Agent does not receive the Termination Notice in accordance with Section 2(a) and any amount has been deposited into the Escrow Account on or prior to the later of the Termination Date or the date stated in the Extension Notice, if any, received by the Escrow Agent in accordance with Section 2(b) above, the Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit B, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of Sales Agent, pay the Escrow Funds in accordance with Exhibit A attached hereto such written instructions, which instructions shall be limited to the payment of the Sales Agent’s fee and other offering expenses and the payment of the balance to the Company (each, a “Closing”). Such payment or payments shall be made a part hereof and signed by wire transfer within one (1) Business Day of receipt of such written instructions, which must be received by the Escrow Agent no later than 3:00 PM Eastern Time on a Business Day for the Escrow Agent to process such instructions that Business Day. The Company and the Placement Sales Agent further agree that there shall be a limit of three (the “Disbursement Instructions”)3) Closings under this Agreement with each Closing limited to four (4) wires. Any additional wires or Closing may be subject to additional fees. (c) If by 5:00 3:00 P.M. Eastern time on the Final later of the Termination DateDate or the date stated in the Extension Notice, if any, that the Escrow Agent has received in accordance with Section 2(b) above, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Sales Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if anyFunds, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors Subscribers without interest or offsetoffset and close the Escrow Account immediately thereafter. The Escrow Funds returned to the Investors each Subscriber shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. Should any party to this Agreement be a non-U.S. entity, the Escrow Agent may require up to an additional five (5) Business Days to open the Escrow Account. (e) The Placement Agent If the Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Business Day, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount date shall be disbursed by way of wire transfer the Business Day that immediately precedes that date. A “Business Day” is any day other than a Saturday, Sunday or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfera Bank holiday.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Subscriber to such Investor said Subscriber without interest or offset. (b) At each ClosingIf prior to 3:00 P.M. Eastern time on the Termination Date, the Escrow Agent receives written notice, in the form of Exhibit A, attached hereto and made a part hereof, and signed by the Company and Placement Agent, stating that the Placement Agent Termination Date has been extended to the Final Termination Date, then the Termination Date shall provide be so extended. (c) Provided that the Escrow Agent does not receive the Termination Notice in accordance with paragraph 2(a), the Escrow Agent shall, upon receipt of written instructions regarding instructions, in the disbursement form of Exhibit B, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and Placement Agent, pay the Escrow Funds in accordance with Exhibit A attached hereto and such written instructions, such payment or payments to be made a part hereof and signed by wire transfer within one (1) business day of receipt of such written instructions. Such instructions must be received by the Company and Escrow Agent no later than 3:00 PM Eastern Time on a Banking Day for the Placement Escrow Agent (the “Disbursement Instructions”)to process such instructions that Banking Day. (cd) If by 5:00 3:00 P.M. Eastern time on the Final later of the Termination DateDate or the date stated in the Extension Notice, if any, that the Escrow Agent has received in accordance with paragraph 2(b) above, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if anyFunds, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors without interest or offset. The Escrow Funds returned to the Investors each Subscriber shall be free and clear of any and all claims of the Escrow Agent. (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (ef) The Placement Agent If the Termination Date, Final Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Banking Day, then it such date shall be the Banking Day that immediately preceding that date. A Banking Day is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able legally obligated to be authenticated by, Escrow Agent in accordance with Section 1.4 belowopened. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly shall, within two business days after receipt of such writing, return the funds paid by each Investor to such said Investor without interest or offset. (b) At each Closing[Intentionally omitted.] (c) Provided that the Escrow Agent does not receive the Termination Notice in accordance with Section 2(a) and there is the Minimum Amount deposited into the Escrow Account on or prior to the Termination Date, the Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit A, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of Agent, pay the Escrow Funds in accordance with Exhibit A attached hereto and such written instructions, such payment or payments to be made a part hereof and signed by wire transfer within one (1) business day of receipt of such written instructions. Such instructions must be received by the Company and Escrow Agent no later than 3:00 PM Eastern Time on a Banking Day for the Placement Escrow Agent (the “Disbursement Instructions”)to process such instructions that Banking Day. (cd) If by 5:00 3:00 P.M. Eastern time on the Final Termination Date, Date the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in or the total amount of the Escrow Account, if anyFunds is less than the Minimum Amount, then the Escrow Agent shall promptly shall, within two business days after the Termination Date, return such the Escrow Funds, if any, Funds to the Investors without interest or offset. The Escrow Funds returned to the Investors each Investor shall be free and clear of any and all claims of the Escrow Agent. (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (ef) The Placement Agent If the Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Banking Day, then it such date shall be the Banking Day that immediately preceding that date. A “Banking Day” is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able legally obligated to be authenticated by, Escrow Agent in accordance with Section 1.4 belowopened. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company General Partner advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return distribute to each Subscriber the funds paid by each Investor Subscription Proceeds received from such Subscriber plus their pro rata portion of the Interest Proceeds calculated pursuant to such Investor without interest or offsetSection 7. (b) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 3:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent General Partner regarding the disbursement of the Escrow Funds in and the total amount of the Escrow Account, if anyFunds is less than the Minimum Amount, then the Escrow Agent shall promptly return distribute to each Subscriber the Subscription Proceeds received from such Subscriber plus their pro rata portion of the Interest Proceeds calculated pursuant to Section 7. (c) Provided that the Escrow Funds, if any, Agent does not receive the Termination Notice in accordance with Section 2(a) and the Minimum Amount has been deposited into the Escrow Account on or prior to the Investors without interest Termination Date, the Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit A, attached hereto and made a part hereof, or offsetin a form and substance satisfactory to the Escrow Agent, received from the General Partner, pay the Escrow Funds to the General Partner in accordance with such written instructions. Such notice shall state the date on which the initial closing date and release of the deposited Subscription Proceeds and all related Interest Proceeds shall occur. The Escrow Funds returned Agent shall make such distributions to the Investors shall be free and clear of any and all claims of General Partner on the initial closing date provided that such notice is received by 3:00 p.m. ET on a Business Day for the Escrow AgentAgent to process such instructions that Business Day. (d) If a subscription for Units is rejected by the General Partner or duly cancelled by a Subscriber after the Subscription Proceeds relating to the subscription have been deposited in the Escrow Account, the General Partner shall notify the Escrow Agent of the rejection or cancellation, and the Escrow Agent shall promptly distribute to the Subscriber a refund check made payable to such Subscriber in an amount equal to the deposited Subscription Proceeds received from such Subscriber plus any Interest Proceeds calculated pursuant to Section 7. (e) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide . Should any party to this Agreement be a non-U.S. entity, the Escrow Agent with may require up to an additional five (5) Business Days to open the payment instructions for each Investor, to whom the funds should be returned in accordance with this sectionEscrow Account. (f) In the event that The Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be Funds returned to the Escrow Account or another party or is subsequently invalidated, declared to each Subscriber shall be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter free and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition clear of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part claims of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 belowAgent. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Agent will hold the Escrow Funds shall be paid by the Escrow Agent in accordance with its possession until their disbursement from time to time pursuant to the following: (a) In the event that the Company advises the Escrow Agent Upon receipt of Joint Written Instructions or an Arbitration Order (as such terms are defined in writing that the Offering has been terminated (the “Termination Notice”Section 8(d)), the Escrow Agent shall promptly return pay to the funds paid by each Investor persons or entities referred to therein the amounts so indicated, but no more than the total amount of the Escrow Funds. Any such Investor without interest payment shall be made within three (3) Banking Days (as hereinafter defined) following receipt of the relevant Joint Written Instructions or offsetArbitration Order. The Escrow Agent is authorized, if necessary, to cause American Stock Transfer & Trust Company, the transfer agent and registrar for Weatxxxxxxx'x xxxmon stock, to exchange certificates representing the Escrow Shares for certificates of different denominations in order to make any such payment. (b) At each ClosingSubject to Section 8(a), the Company and the Placement unless otherwise directed by Joint Written Instructions or Arbitration Order, Escrow Agent shall provide distribute to Sellers, within three (3) Banking Days after the Escrow Agent with written instructions regarding second anniversary of the disbursement Closing Date, that portion of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by that exceeds the Company and aggregate amount of all outstanding or unsettled Purchaser Claims, or if no outstanding or unsettled Purchaser Claims exist, all of the Placement Agent (the “Disbursement Instructions”)Escrow Funds. (c) If Buyer or Weatherford shall establish a "Purchaser Claim" by 5:00 P.M. Eastern providing a written notice to Escrow Agent (with a copy to the Seller Representative) including (i) a description in reasonable detail of the claim for which indemnity is sought under the Purchase Agreement and (ii) a statement of the specified amount of such claim or a statement that no such amount is reasonably determinable. Within thirty (30) days after the provision of an initial Purchaser Claim that does not specify the amount of such claim, Buyer or Weatherford shall provide written notice of its good faith estimate of the maximum amount of such claim to Escrow Agent (with a copy to the Seller Representative). Buyer or Weatherford may amend the specified amount or any estimate of the maximum amount of any claim at any time on by written notice to Escrow Agent (with a copy to the Final Termination DateSeller Representative), provided, however, in the event Buyer amends the amount or estimate of any such claim, Buyer shall provide with such estimate a description in reasonable detail of the reasons for such amendment. Solely for purposes of Section 8(b), the amount of a Purchaser Claim shall equal the specified or maximum amount contained in the most recent written notice received by Escrow Agent pursuant to this subsection (c) or, if no notice containing a specified or maximum amount has not received written Disbursement Instructions from been received, (x) for the Company and Placement Agent regarding first sixty (60) days after the disbursement initial provision of such Purchaser Claim, the entire amount of the remaining Escrow Funds in the Escrow Accountand (y) thereafter, if anyunless and until such notice is received, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offsetzero (0). The Escrow Funds returned to the Investors aggregate amount of all Purchaser Claims shall be free and clear of any and reduced by the payments thereof as well as the reductions thereof specified in all claims of the Joint Written Instructions or Arbitration Orders delivered to Escrow Agent. Buyer shall act in good faith in specifying the foregoing amounts and in making the foregoing estimates. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any For purposes of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount following definitions shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.apply:

Release of Escrow Funds. The Escrow Funds shall be paid released by the Escrow Agent in accordance with the following: (a) In the event the Escrow Agent has received a release notice (the “Release Notice”) from the Company by 3:00 P.M. (local New York City time) on the Closing Date, in form and substance satisfactory to Escrow Agent, the Escrow Agent shall, unless otherwise so instructed, release $5,000.00 of the Escrow Funds to the Escrow Agent pursuant to its wire instructions attached hereto as Exhibit B. (b) In the event the Escrow Agent has received the Release Notice from the Company by 3:00 P.M. (local New York City time) on the Closing Date, in form and substance satisfactory to Escrow Agent, the Escrow Agent shall, unless otherwise so instructed, release $75,000 of the Escrow Funds to the Company pursuant to its wire instructions attached hereto as Exhibit C. (c) The Remaining Escrow Funds, or $[1,820,000], shall be released by the Escrow Agent pursuant to one or more Release Notices received from the Company and agreed to in writing by Dutchess (“Confirmation”), by 3:00 PM (local New York City time), on any date that all or a portion of the Remaining Escrow Funds are to be released (“Subsequent Closing Dates”). A form of Release Notice is attached hereto as Exhibit D. (d) In the event the Escrow Agent receives written notice from Dutchess that the Company advises is in default under the Debenture (“Notice of Default”), all Remaining Escrow Funds in the Escrow Account shall be immediately transferred to Dutchess. Upon receipt of the Notice of Default, the Remaining Escrow Funds shall be transferred by the Escrow Agent in writing accordance with the instructions contained in the Notice of Default. It shall not be the Escrow Agent’s duty, and the Escrow Agent shall have no obligation whatsoever, to verify any Event of Default pursuant to the Debenture. Further, the Company and Dutchess agree that the Offering has been terminated Escrow Agent may rely on any Notice of Default sent from Dutchess. (e) Dutchess shall be entitled to receive all interest paid on the Escrow Account (“Termination NoticeInterest”). At the end of each month, the Escrow Agent shall promptly return automatically transfer the funds paid by each Investor to such Investor without interest or offset. (b) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds as Interest in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, Account directly to Dutchess pursuant to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent.wire instructions attached hereto as Exhibit E. (df) The Escrow Agent shall not be required to pay any uncollected funds or any funds that which are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Subscriber to such Investor said Subscriber without interest or offset. (b) At each ClosingIf prior to 3:00 P.M. Eastern time on the Termination Date, the Escrow Agent receives written notice, in the form of Exhibit A, attached hereto and made a part hereof, and signed by the Company and Placement Agent, stating that the Placement Agent Termination Date has been extended to the Final Termination Date, then the Termination Date shall provide be so extended. (c) Provided that the Escrow Agent does not receive the Termination Notice in accordance with paragraph 2(a) and there is the Minimum Amount deposited into the Escrow Account on or prior to later of the Termination Date or the date stated in the Extension Notice, if any, received by the Escrow Agent in accordance with paragraph 2(b) above, the Escrow Agent shall, upon receipt of written instructions regarding instructions, in the disbursement form of Exhibit B, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and Placement Agent, pay the Escrow Funds in accordance with Exhibit A attached hereto and such written instructions, such payment or payments to be made a part hereof and signed by wire transfer within one (1) business day of receipt of such written instructions. Such instructions must be received by the Company and Escrow Agent no later than 3:00 PM Eastern Time on a Banking Day for the Placement Escrow Agent (the “Disbursement Instructions”)to process such instructions that Banking Day. (cd) If by 5:00 3:00 P.M. Eastern time on the Final later of the Termination DateDate or the date stated in the Extension Notice, if any, that the Escrow Agent has received in accordance with paragraph 2(b) above, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in or the total amount of the Escrow Account, if anyFunds is less than the Minimum Amount, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors Subscribers without interest or offset. The Escrow Funds returned to the Investors each Subscriber shall be free and clear of any and all claims of the Escrow Agent. (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (ef) The Placement Agent If the Termination Date, Final Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Banking Day, then it such date shall be the Banking Day that immediately preceding that date. A Banking Day is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able legally obligated to be authenticated by, Escrow Agent in accordance with Section 1.4 belowopened. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Underwriter advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such said Investor without interest or offset. (b) At each ClosingIf prior to 3:00 P.M. Eastern time on the Termination Date, the Company and the Placement Agent shall provide the Escrow Agent with receives written instructions regarding notice, in the disbursement form of the Escrow Funds in accordance with Exhibit A A, attached hereto and made a part hereof hereof, and signed by the Company and Underwriter, stating that the Termination Date has been extended to the Final Termination Date (the “Extension Notice”), then the Termination Date shall be so extended. (c) If at any time prior to 3:00 P.M. Eastern Time on the Termination Date, or Final Termination Date as applicable, the Escrow Agent receives written notice, in the form of Exhibit B, attached hereto and made a part hereof, and signed by the Company and the Placement Agent Underwriter, stating that the Termination Date, or Final Termination Date as applicable, has been extended to the Over-Subscription Termination Date (the “Disbursement InstructionsOver-Subscription Extension Notice”), then the Termination Date or Final Termination Date shall be so extended. (cd) Provided that the Escrow Agent does not receive the Termination Notice in accordance with Section 2(a) and there is the Minimum Amount deposited into the Escrow Account on or prior to later of the (i) Termination Date, (ii) the date stated in the Extension Notice, if any, received by the Escrow Agent in accordance with Section 2(b) above or (iii) the date stated in the Over-Subscription Extension Notice, if any, received by the Escrow Agent in accordance with Section 2(c) above, the Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit C, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and Underwriter, pay the Escrow Funds in accordance with such written instructions, such payment or payments to be made by wire transfer within one (1) business day of receipt of such written instructions. Such instructions must be received by the Escrow Agent no later than 3:00 PM Eastern Time on a Banking Day for the Escrow Agent to process such instructions that Banking Day. (e) If by 5:00 3:00 P.M. Eastern time on the Final later of (i) the Termination DateDate (ii) the date stated in the Extension Notice, if any, that the Escrow Agent has received in accordance with Section 2(b) above or (iii) the date stated in the Over-Subscription Extension Notice, if any, received by the Escrow Agent in accordance with Section 2(c) above, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent Underwriter regarding the disbursement of the Escrow Funds in or the total amount of the Escrow Account, if anyFunds is less than the Minimum Amount, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors without interest or offset. The Escrow Funds returned to the Investors each Investor shall be free and clear of any and all claims of the Escrow Agent. (df) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (eg) The Placement Agent If the Termination Date, Final Termination Date, Over-Subscription Termination Date, or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Banking Day, then it such date shall be the Banking Day that immediately preceding that date. A “Banking Day” is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able legally obligated to be authenticated by, Escrow Agent in accordance with Section 1.4 belowopened. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Parties hereby agree that the Escrow Funds shall be paid by distributed to the Escrow Agent in accordance with the followingCompany as follows: (a) In the event that the Company advises meets the First Milestone Conditions, on or before the First Milestone Deadline, the Company shall receive Two Million Dollars ($2,000,000) of Escrow Agent in writing that the Offering has been terminated Funds (the “Termination NoticeFirst Milestone Amount”), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset. (b) At In the event the Company meets the Second Milestone Conditions, on or before the Second Milestone Deadline, the Company shall receive Two Million Dollars ($2,000,000) of Escrow Funds (the “Second Milestone Amount”). If the Company did not satisfy the First Milestone Conditions prior to the First Milestone Deadline, but has subsequently satisfied the First Milestone Conditions by the Second Milestone Deadline, the Company will be entitled to receive both the First Milestone Amount and the Second Milestone Amount at the time the Second Milestone Conditions are satisfied. (c) No later than five (5) business days after each Closingof the First Milestone Deadline and the Second Milestone Deadline, if the First Milestone Conditions or the Second Milestone Conditions (or both) have been satisfied as described herein, the Company and the Placement Agent Purchasers shall provide joint written instructions to the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”). ) instructing the Escrow Agent to issue and deliver the applicable Escrow Funds or portion thereof (cincluding any income earned thereon) If by 5:00 P.M. Eastern time on to the Final Termination DateCompany. Within five (5) business days after receipt of the Disbursement Instructions, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the shall pay such Escrow Funds in the Escrow Accountaccordance with such Disbursement Instructions, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, provided they are in form and substance reasonably satisfactory to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (d) , or in absence of such instructions in accordance with the order of a court of competent jurisdiction. The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. The Escrow Agent may act in reliance upon any instructions, court orders, notices, certifications, demands, consents, authorizations, receipts, powers of attorney or other writings delivered to it without being required to determine the authenticity or validity thereof or the correctness of any fact stated therein, the propriety or validity of the service thereof, or the jurisdiction of the court issuing any judgment or order. The Escrow Agent may act in reliance upon any signature believed by it to be genuine, and may assume that such person has been properly authorized to do so. (ed) The Placement Agent or If Disbursement Instructions with respect to all of the Company will provide Escrow Funds have not been delivered to the Escrow Agent with prior to July 31, 2015, then the payment Company and the Purchasers shall provide joint written instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes (the “Reimbursement Instructions”) instructing the Escrow Agent to pay, within five (5) business days, any payment Escrow Funds remaining in the Escrow Account (including any income earned thereon) to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned the Purchasers based upon the relative cash contributions, if any, of the Purchasers to the Escrow Account or another party or is subsequently invalidated, declared to (as will be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction described in the matter and in accordance with its normal Reimbursement Instructions. Within five (5) business practices. If days after receiving the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any PartyReimbursement Instructions, the Escrow Agent set up each Party will pay the Escrow Funds in accordance with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or checkReimbursement Instructions. If the written notice for the disbursement of funds does not so specify the disbursement means, The Escrow Agent may disburse act in reliance upon any instructions, court orders, notices, certifications, demands, consents, authorizations, receipts, powers of attorney or other writings delivered to it without being required to determine the authenticity or validity thereof or the correctness of any fact stated therein, the propriety or validity of the service thereof, or the jurisdiction of the court issuing any judgment or order. The Escrow Amount Agent may act in reliance upon any signature believed by wire transferit to be genuine, and may assume that such person has been properly authorized to do so.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) The Company may hold a closing upon the Escrow Agent's receipt of $10,000 pursuant to the Offering (the "Initial Closing"), following which the Company can hold subsequent closings for the sale of all or any portion of the remaining amount of Securities under the Offering. (b) In the event that the Company and Placement Agent advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Purchaser to such Investor Purchaser without interest or offset. (bc) If prior to 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent receives written notice, in the form of Exhibit C attached hereto and made a part hereof (“Extension Notice”), and signed by the Company and Placement Agent stating that the Initial Termination Date has been extended for up to another 45 days (such 45th day being referred to as the “Extension Date”), then the Final Termination Date shall be so extended to the date set forth in the Extension Notice. (d) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”). (ce) Subsequent to the Initial Closing and until the Final Closing, the Company and the Placement Agent may hold one or more additional closings of the purchase and sale of the Units (each a “Subsequent Closing”), with each Subsequent Closing to be effected by disbursement of additional Escrow Funds based on the delivery of additional Disbursement Instructions to the Escrow Agent signed by the Company and the Placement Agent. (f) If by 5:00 P.M. Eastern time on the forty-fifth (45th) business day following the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the then Escrow Funds in the Escrow Account, if anyFunds, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors Purchasers without interest or offset. The Escrow Funds returned to the Investors Purchasers shall be free and clear of any and all claims of the Escrow Agent. (dg) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (eh) The Placement Agent If the Closing Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Banking Day, then it such date shall not be liable to the Banking Day that immediately follows that date. A Banking Day is any of the Parties day other than a Saturday or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands Sunday that Delaware and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able New York banks are legally obligated to be authenticated by, Escrow Agent in accordance with Section 1.4 belowopened. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering offering has been terminated (the “Termination Notice”)withdrawn, the Escrow Agent shall promptly return the funds paid by each Investor Subscriber to such Investor said Subscriber without interest or offset.deduction, penalty or expense; (b) At each ClosingIf prior to 3:00 P.M. (local New York City time) on the Termination Date, the Company and the Placement Agent shall provide the Escrow Agent with receives written instructions regarding notification, in form of Exhibit A, attached hereto and made a part hereof, and signed by the disbursement Company, stating that the Termination Date has been extended to, or any date prior to, the Final Termination Date, the date shall be so extended. (c) Provided that the Escrow Agent does not receive the notice stated in (a) above and there is at least the Minimum Amount deposited into the Escrow Account on or prior to the Termination Date or the Final Termination Date or such other date that is after the Termination Date (if Escrow Agent has, prior to the Termination Date, received Exhibit A), the Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit B or in form and substance satisfactory to the Escrow Agent, received from the Company, pay the Escrow Funds in accordance with Exhibit A attached hereto and such written instructions, such payment or payments to be made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”)wire transfer or bank check. (cd) If by 5:00 3:00 P.M. Eastern time (local New York City time) on the Termination Date, or in the event the Escrow Agent has received Exhibit A, in accordance with (b) above, on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds or there is a balance in the Escrow AccountAccount of less than the Minimum Amount, if any, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow AgentSubscribers. (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset. (b) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement InstructionsWritten Direction”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions Written Direction from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's ’s jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by, in the case of Company, any individual designated by representatives Company on Exhibit B hereto or, in the case of both Parties listed in Schedule II to this AgreementPlacement Agent, any individual designated by Placement Agent on Exhibit C hereto (in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer transfer, ACH to Connect Account or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that that, during the period from the date hereof through the Termination Date, both the Company advises and Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Purchaser to such Investor said Purchaser without interest interest, deduction or offset. (b) At each ClosingProvided that the Escrow Agent does not receive the Termination Notice in accordance with paragraph 2(a), the Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit A attached hereto or in form and substance satisfactory to the Escrow Agent, from the Company and the Placement Agent shall provide on the Escrow Agent with written instructions regarding the disbursement of Closing Date (or a reasonable time thereafter), pay the Escrow Funds in accordance with Exhibit A attached hereto and such written instructions, such payment or payments to be made a part hereof and signed by the Company and the Placement Agent wire transfer in United States dollars within one (the “Disbursement Instructions”)1) business day of receipt of such written instructions. (c) If If, by 5:00 P.M. Eastern 3:00 p.m. New York City time on the Final Termination Date, (1) the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in or (2) the Escrow Account, if anyFunds shall total less than $2,500,000, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors Purchasers without interest interest, deduction or offset. The Escrow Funds returned to the Investors each Purchaser shall be free and clear of any and all claims of the Escrow Agent. (d) Following the distribution of the Escrow Funds by the Escrow Agent in accordance with (c) of this Section 2 through the Termination Date, the Escrow Agent shall from time to time distribute any additional Escrow Funds, by wire transfer or bank check, in accordance with written instructions received from the Placement Agent and the Company in the form of Exhibit A or in form and substance satisfactory to the Escrow Agent. (e) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (ef) The Placement Agent If the Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Banking Day, then it such date shall be the Banking Day that immediately precedes that date. A Banking Day is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able legally obligated to be authenticated by, Escrow Agent in accordance with Section 1.4 belowopened. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that that, during the period from the date hereof through the Termination Date, both the Company advises and Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Purchaser to such Investor said Purchaser without interest interest, deduction or offset. (b) At each ClosingProvided that the Escrow Agent does not receive the Termination Notice in accordance with paragraph 2(a), the Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit A attached hereto or in form and substance satisfactory to the Escrow Agent, from the Company and the Placement Agent shall provide on the Escrow Agent with written instructions regarding the disbursement of Closing Date (or a reasonable time thereafter), pay the Escrow Funds in accordance with Exhibit A attached hereto and such written instructions, such payment or payments to be made a part hereof and signed by the Company and the Placement Agent wire transfer in United States dollars within one (the “Disbursement Instructions”)1) business day of receipt of such written instructions. (c) If If, by 5:00 P.M. Eastern 3:00 p.m. New York City time on the Final Termination Date, (1) the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors Purchasers without interest interest, deduction or offset. The Escrow Funds returned to the Investors each Purchaser shall be free and clear of any and all claims of the Escrow Agent. (d) Following the distribution of the Escrow Funds by the Escrow Agent in accordance with (c) of this Section 2 through the Termination Date, the Escrow Agent shall from time to time distribute any additional Escrow Funds, by wire transfer or bank check, in accordance with written instructions received from the Placement Agent and the Company in the form of Exhibit A or in form and substance satisfactory to the Escrow Agent. (e) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (ef) The Placement Agent If the Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Banking Day, then it such date shall be the Banking Day that immediately precedes that date. A Banking Day is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able legally obligated to be authenticated by, Escrow Agent in accordance with Section 1.4 belowopened. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that both the Company advises and Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Purchaser to such Investor said Purchaser without interest or offset. (b) At each Closing[RESERVED]. (c) Provided that the Escrow Agent does not receive the Termination Notice in accordance with paragraph 2(a), the Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit B attached hereto or in form and substance satisfactory to the Escrow Agent, received from the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of Agent, pay the Escrow Funds in accordance with Exhibit A attached hereto and such written instructions, such payment or payments to be made a part hereof and signed by the Company and the Placement Agent wire transfer within one (the “Disbursement Instructions”)1) business day of receipt of such written instructions. (cd) If by 5:00 P.M. Eastern 3:00 p.m. New York City time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if anyFunds, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors Purchasers without interest or offset. The Escrow Funds returned to the Investors each Purchaser shall be free and clear of any and all claims of the Escrow Agent. (de) Following the distribution of the Escrow Funds by the Escrow Agent in accordance with (c) of this Section 2 through the Termination Date, the Escrow Agent shall from time to time distribute any additional Escrow Funds, by wire transfer or bank check, in accordance with written instructions received from the Placement Agent and the Company in the form of Exhibit B or in form and substance satisfactory to the Escrow Agent, such payment or payments to be made by wire transfer within one (1) business day of receipt of such written instructions.. (f) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (eg) The Placement Agent If the Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Banking Day, then it such date shall be the Banking Day that immediately preceding that date. A Banking Day is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able legally obligated to be authenticated by, Escrow Agent in accordance with Section 1.4 belowopened. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset. (b) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction Written Direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 2.3 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction written notice for the disbursement of funds whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Except as otherwise provided in this Agreement, no portion of the Escrow Funds shall be paid released unless and until any of the following conditions shall have occurred: (i) In the event that IDEX determines that IDEX is entitled to a payment pursuant to Section 1.3(e)(ii) of the Purchase Agreement or indemnification under Article VI of the Purchase Agreement against Sellers, IDEX shall deliver to the Escrow Agent a written notice signed by IDEX in the form attached hereto as Exhibit A ("IDEX Indemnification Notice") specifically directing that the Escrow Agent release from the Escrow Account and deliver to IDEX Escrow Funds in an amount equal to the payment claimed pursuant to Section 1.3(e)(ii) of the Purchase Agreement or pursuant to the Loss claimed pursuant to Article VI of the Purchase Agreement (the "Claimed Loss"). If the Escrow Agent shall not have received from Sellers' Representative, within thirty (30) days after the date that the IDEX Indemnification Notice is received by the Escrow Agent, a written notice signed by Sellers' Representative in the form attached hereto as Exhibit B ("Sellers' Indemnification Objection Notice"), the Escrow Agent shall release from the Escrow Account and deliver to IDEX Escrow Funds in an amount equal to the Claimed Loss. IDEX covenants that an IDEX Indemnification Notice shall be given simultaneously to Sellers' Representative and to the Escrow Agent and Sellers' Representative covenants that a Sellers' Indemnification Objection Notice shall be given simultaneously to IDEX and to the Escrow Agent, in each case as provided for in Section 10 of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, in the event that a Sellers' Indemnification Objection Notice is delivered to the Escrow Agent in accordance with this Agreement, the following: (a) In the event that the Company advises Escrow Funds shall not be released by the Escrow Agent except in writing accordance with another subsection of this Section 4 or as provided elsewhere in this Agreement. (ii) If the Escrow Agent shall have received a Sellers' Indemnification Objection Notice from Sellers' Representative within thirty (30) days after the date that the Offering has been terminated (IDEX Indemnification Notice is received by the “Termination Notice”)Escrow Agent, the Escrow Agent shall promptly return continue to hold the funds paid Claimed Loss in the Escrow Account until receipt of either (A) joint written instructions from IDEX and Sellers' Representative reasonably satisfactory to Escrow Agent; or (B) a final order, judgment or decree of a court of competent jurisdiction, provided the Escrow Agent received a certified copy of such order, judgment or decree, accompanied by each Investor an opinion of counsel to the effect that such Investor order, judgment or decree represents a final adjudication of the rights of the parties by a court of competent jurisdiction and that the time for appeal from such order, judgment or decree has expired without interest an appeal having been filed. Any balance of the Claimed Loss not covered by (A) or offset(B) shall be held and/or released by the Escrow Agent as if such IDEX Indemnification Notice had never been given. (b) At On or promptly after the first day of each Closingcalendar quarter, the Company and the Placement Agent shall provide the Escrow Agent with shall release from the Escrow Account and distribute to Sellers all Investment Income in the Escrow Account; provided, however, that the Escrow Agent shall not so release any Escrow Funds except to the extent that after such release there shall be at least (i) $6,000,000 remaining in the Escrow Account, if such release is before the release of Escrow Funds pursuant to Section 4(c) of this Agreement or (ii) $5,000,000 remaining in the Escrow Account, if such release is after the release of Escrow Funds pursuant to Section 4(c) of this Agreement. (c) On the Interim Escrow Release Date, or as soon thereafter as the Escrow Agent is notified of such date by both IDEX and Sellers' Representative, the Escrow Agent shall release from the Escrow Account and distribute to Sellers all Escrow Funds in excess of $5,000,000. (d) On April __, 2008, (i) Sellers' Representative shall deliver to the Escrow Agent a written instructions regarding notice signed by Sellers' Representative in the disbursement form of Exhibit C ("Sellers' Distribution Notice") notifying the Escrow Agent of the portion of the Escrow Funds which Sellers believe is subject to claim by IDEX and requesting delivery of the balance of the Escrow Funds (the "Sellers' Distribution Amount") to Sellers as described in the Sellers' Distribution Notice and (ii) IDEX shall deliver to the Escrow Agent a written notice signed by IDEX in the form of Exhibit D ("IDEX Distribution Notice") notifying the Escrow Agent of the portion of the Escrow Funds which IDEX believes are subject to claim by IDEX and acknowledging Sellers' entitlement to the balance of the Escrow Funds (the "IDEX Distribution Amount"). Promptly after the later receipt of the Sellers' Distribution Notice or the IDEX Distribution Notice, the Escrow Agent shall release from the Escrow Account and deliver to Sellers Escrow Funds in an amount equal to the lesser of the Sellers' Distribution Amount and the IDEX Distribution Amount. If the Escrow Agent shall not have received from IDEX within thirty (30) days after the date that the Sellers' Distribution Notice is received by the Escrow Agent, an IDEX Distribution Notice, then the Escrow Agent shall release from the Escrow Account and deliver to Sellers Escrow Funds in an amount equal to the Sellers' Distribution Amount. The parties agree that a Sellers' Distribution Notice must be given simultaneously to IDEX as well as to the Escrow Agent and an IDEX Distribution Notice must be given simultaneously to Sellers' Representative as well as the Escrow Agent, in each case as provided in Section 10 of this Agreement. (e) If at any time, a written notice signed by IDEX and Sellers' Representative is delivered to the Escrow Agent specifically directing delivery of all or any portion of the Escrow Funds to IDEX or Sellers, then the Escrow Agent shall release from the Escrow Account and deliver to IDEX or Sellers, as the case may be, the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this sectionnotice. (f) In the event that Escrow Agent makes any payment Unless otherwise directed by written notice signed by Sellers' Representative, all amounts to any other party be distributed to Sellers pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to shall be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid distributed to a receiversingle account designated by Sellers' Representative, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party and Sellers' Representative shall repay bear all responsibility for distributing such amount to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and each Seller in accordance with his, her, or its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) pre-closing pro rata interest in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent Banjo Corporation as set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction forth on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.Exhibit F.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises Company, DSGS and the Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Subscriber to such Investor said Subscriber without interest or offsetdeduction, penalty or expense. (b) At each ClosingIf, prior to 3:00 P.M. (local New York City time) on the Company and the Placement Agent shall provide Termination Date, the Escrow Agent with receives written instructions regarding notification, in the disbursement form of the Escrow Funds in accordance with Exhibit A A, attached hereto and made a part hereof hereof, and signed by the Company and the Placement Agent Agent, stating that the Termination Date has been extended to a date on or prior to the Final Termination Date, the date shall be so extended (the “Disbursement InstructionsExtension Notice”). (c) Provided that the Escrow Agent did not receive the Termination Notice and the funds deposited into the Escrow Account (“Deposited Amount”) are equal to or exceed the Offering Amount less the Conversion Amount on or prior to (i) the Initial Termination Date or (ii) the Final Termination Date (in the event that the Escrow Agent has received an Extension Notice), the Escrow Agent shall, upon receipt of (i) written instructions, in form and substance satisfactory to the Escrow Agent, received from the Company, DSGS and the Placement Agent, and (ii) a certification, executed by the Company, DSGS and the Placement Agent, stating that the sum of the Deposited Amount and the Conversion Amount equals or exceeds the Offering Amount, pay the Escrow Funds in accordance with such written instructions, such payment or payments to be made by wire transfer on the same Banking Day (as defined in Section 2(f) hereof) of receipt of such written instructions (the “First Closing”); provided, however, if such instructions are received no later than 3:00 P.M. (New York City time) on any day, such payments shall be made by the Escrow Agent so that they are received before 3:00 PM (New York City time) on the next day which is a Banking Day. The same procedures shall be coordinated with respect to any subsequent closings occurring prior to the Initial Termination Date or the Final Termination Date, as applicable. Notwithstanding anything contained herein, a final closing may be held no later than 10 business days after the Initial Termination Date or the Final Termination Date, as applicable. (d) If by 5:00 3:00 P.M. Eastern time (New York City time) on the Initial Termination Date or, in the event that the Escrow Agent has received the Extension Notice, on the Final Termination Date, the Escrow Agent (i) has not received written Disbursement Instructions instructions from the Company Company, DSGS and the Placement Agent pursuant to Section 2(c) hereof regarding the disbursement of the Escrow Funds Funds, or (ii) there is a balance in the Escrow Account, if anyAccount of less than the Offering Amount and the First Closing has not yet occurred, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors Subscribers without interest or offsetdeductions, penalty or expense and shall promptly notify the Company, DSGS and the Placement Agent thereof. The Escrow Funds returned to the Investors each Subscriber shall be free and clear of any and all claims of the Escrow Agent. The Escrow Agent shall give the Company, DSGS and the Placement Agent prompt notice of its intent to return the Escrow Funds in accordance with this paragraph (d). (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that which are not available for withdrawal. (ef) The Placement Agent If the Termination Date or the Company will provide Final Termination Date or any other date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request to take action is not a Banking Day, then such date shall be changed to the amount so paid Banking Day that immediately precedes such date. A “Banking Day” is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not legally obligated to itbe opened. (g) The Escrow Agent shall, Company may reject or cancel any subscription for Units in its sole discretion, comply with judgments whole or orders issued in part. If payment for any such rejected or process entered by any court with respect canceled subscription has been delivered to the Escrow AmountAgent, including without limitation any attachmentthe Company, levy or garnishment, without any obligation to determine such court's jurisdiction in DSGS and the matter and in accordance with its normal business practices. If Placement Agent will inform the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties rejection or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered tocancellation, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access upon receiving such notice shall promptly return such funds to the account(s) established pursuant said Subscriber, but in no event prior to this Agreement, which each Party can use to view those funds becoming collected and verify transaction on such account(s)available for withdrawal. (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises Company, the Placement Agent and the Lead Investor advise the Escrow Agent in writing that the Offering Private Placement has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Subscriber to such Investor said Subscriber without interest or offset. (b) At each ClosingProvided that the Escrow Agent does not receive the Termination Notice in accordance with paragraph 2(a), the Company Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit C, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company, the Placement Agent shall provide and the Escrow Agent with written instructions regarding the disbursement of Lead Investor, pay the Escrow Funds in accordance with Exhibit A attached hereto and such written instructions, such payment or payments to be made by wire transfer on the same day as receipt of such written instructions or, if the day of receipt of such instructions is not a part hereof and signed Business Day, on the first Business Day following the day of receipt of such instructions. Such instructions must be received by the Company and Escrow Agent no later than 3:00 p.m. (New York City time) on a Business Day for the Placement Escrow Agent (the “Disbursement Instructions”)to process such instructions on that Business Day. (c) If by 5:00 P.M. Eastern time 3:00 p.m. (New York City time) on March 14, 2011, or such later date as shall be agreed to in a writing signed by the Final Company and the Lead Investor and delivered to the Escrow Agent (provided that such date shall in no event be later than March 31, 2011) (the “Termination Date”), the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Company, the Placement Agent and the Lead Investor regarding the disbursement of the Escrow Funds in the Escrow Account, if anyFunds, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors Subscribers without interest or offset. The Escrow Funds returned to the Investors each Subscriber shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent If the Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Business Day, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount date shall be disbursed by way of wire transfer the Business Day that immediately preceding that date. A “Business Day” is any day other than a Saturday, Sunday or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfera Bank holiday.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly shall, within two business days after receipt of such writing, return the funds paid by each Investor to such said Investor without interest or offset. (b) At each Closing[Intentionally omitted.] (c) Provided that the Escrow Agent does not receive the Termination Notice in accordance with Section 2(a), the Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit A, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of Agent, pay the Escrow Funds in accordance with Exhibit A attached hereto and such written instructions, such payment or payments to be made a part hereof and signed by wire transfer within one (1) business day of receipt of such written instructions. Such instructions must be received by the Company and Escrow Agent no later than 3:00 PM Eastern Time on a Banking Day for the Placement Escrow Agent (the “Disbursement Instructions”)to process such instructions that Banking Day. (cd) If by 5:00 3:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if anyFunds, then the Escrow Agent shall promptly shall, within two business days after the Termination Date, return such the Escrow Funds, if any, Funds to the Investors without interest or offset. The Escrow Funds returned to the Investors each Investor shall be free and clear of any and all claims of the Escrow Agent. (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (ef) The Placement Agent If the Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Banking Day, then it such date shall be the Banking Day that immediately preceding that date. A “Banking Day” is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able legally obligated to be authenticated by, Escrow Agent in accordance with Section 1.4 belowopened. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Underwriter advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such said Investor without interest or offset. (b) At each ClosingIf prior to 3:00 P.M. Eastern time on the Termination Date, the Escrow Agent receives written notice, in the form of Exhibit A, attached hereto and made a part hereof, and signed by the Company and Underwriter, stating that the Placement Agent Termination Date has been extended to the Final Termination Date (the “Extension Notice”), then the Termination Date shall provide be so extended. (c) Provided that the Escrow Agent does not receive the Termination Notice in accordance with Section 2(a) and there is the Minimum Amount deposited into the Escrow Account on or prior to later of the Termination Date or the date stated in the Extension Notice, if any, received by the Escrow Agent in accordance with Section 2(b) above, the Escrow Agent shall, upon receipt of written instructions regarding instructions, in the disbursement form of Exhibit B, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and Underwriter, pay the Escrow Funds in accordance with Exhibit A attached hereto and such written instructions, such payment or payments to be made a part hereof and signed by wire transfer within one (1) business day of receipt of such written instructions. Such instructions must be received by the Company and Escrow Agent no later than 3:00 PM Eastern Time on a Banking Day for the Placement Escrow Agent (the “Disbursement Instructions”)to process such instructions that Banking Day. (cd) If by 5:00 3:00 P.M. Eastern time on the Final later of the Termination DateDate or the date stated in the Extension Notice, if any, that the Escrow Agent has received in accordance with Section 2(b) above, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent Underwriter regarding the disbursement of the Escrow Funds in or the total amount of the Escrow Account, if anyFunds is less than the Minimum Amount, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors without interest or offsetoffset and close the Escrow Account immediately thereafter. The Escrow Funds returned to the Investors each Investor shall be free and clear of any and all claims of the Escrow Agent. (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (ef) The Placement Agent If the Termination Date, Final Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Banking Day, then it such date shall be the Banking Day that immediately preceding that date. A “Banking Day” is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able legally obligated to be authenticated by, Escrow Agent in accordance with Section 1.4 belowopened. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset. (b) At each Closing, the Company and the Placement Agent Representative shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent Representative (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent the Representative regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent Representative or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's ’s jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction Disbursement Instructions delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is Disbursement Instructions are not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 1.3 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction written notice for the disbursement of funds whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Placement Agents advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Subscriber to such Investor said Subscriber without interest or offset. (b) At each ClosingProvided that the Escrow Agent does not receive the Termination Notice in accordance with paragraph 2(a), and there are Escrow Funds deposited in the Escrow Account, the Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit A, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of Agents, pay the Escrow Funds in accordance with Exhibit A attached hereto such written instructions, which instructions shall be limited to payments to the Placement Agents and made a part hereof service providers in the Offering, payment to the Escrow Agent and signed by payment of the balance of funds to the Company. Upon the satisfaction of the conditions of the Offering, including, without limitation, the conditions in the Purchase Agreement and the conditions in any engagement agreement(s) between the Company and the Placement Agents, the Placement Agents shall not unreasonably withhold the instructions for the distribution of funds pursuant to this paragraph. Such payment or payments shall be made by wire transfer on the same day as receipt of such written instructions or, if the day of receipt of such instructions is not a Business Day, on the first Business Day following the day of receipt of such instructions. Such instructions must be received by the Escrow Agent no later than 3:00 p.m. (New York City time) on a Business Day for the “Disbursement Instructions”)Escrow Agent to process such instructions on that Business Day. (c) If by 5:00 P.M. Eastern time 3:00 p.m. (New York City time) on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent Agents regarding the disbursement of the Escrow Funds in the Escrow Account, if anyFunds, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors Subscribers without interest or offset. The Escrow Funds returned to the Investors each Subscriber shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent If the Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Business Day, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount date shall be disbursed by way of wire transfer the Business Day that immediately preceding that date. A “Business Day” is any day other than a Saturday, Sunday or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfera Bank holiday.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Subscriber to such Investor said Subscriber without interest or offset. (b) At each ClosingRESERVED. (c) Provided that the Escrow Agent does not receive the Termination Notice in accordance with section 2(a) and there is the Offering Amount deposited into the Escrow Account on or prior to later of the Termination Date or the date stated in the Extension Notice, if any, received by the Escrow Agent in accordance with section 2(b) above, the Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit A, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of Agent, pay the Escrow Funds in accordance with Exhibit A attached hereto such written instructions, which instructions shall be limited to the payment of the Placement Agent’s fee and other offering expenses and the payment of the balance to the Company. Such payment or payments shall be made a part hereof and signed by wire transfer within one (1) Business Day of receipt of such written instructions, which must be received by the Company and Escrow Agent no later than 3:00 PM Eastern Time on a Business Day for the Placement Escrow Agent (the “Disbursement Instructions”)to process such instructions that Business Day. (cd) If by 5:00 3:00 P.M. Eastern time on the Final later of the Termination DateDate or the date stated in the Extension Notice, if any, that the Escrow Agent has received in accordance with section 2(b) above, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in and the total amount of the Escrow Account, if anyFunds is less than the Offering Amount, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors Subscribers without interest or offset. The Escrow Funds returned to the Investors each Subscriber shall be free and clear of any and all claims of the Escrow Agent. (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (ef) The Placement Agent If the Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Business Day, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount date shall be disbursed by way of wire transfer the Business Day that immediately preceding that date. A Business Day is any day other than a Saturday, Sunday or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfera Bank holiday.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Underwriter advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such said Investor without interest or offsetoffset by noon of the next business day after the Termination Date. (b) At each Closing, the Company Removed and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”)reserved. (c) If by 5:00 P.M. Eastern time Provided that the Escrow Agent does not receive the Termination Notice in accordance with Section 2(a) and there is the Minimum Amount deposited into the Escrow Account on or prior to later of the Final Termination Date, the Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit B, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and Underwriter, pay the Escrow Funds in accordance with such written instructions, such payment or payments to be made by wire transfer within one (1) business day of receipt of such written instructions. Such instructions must be received by the Escrow Agent no later than 3:00 PM Eastern Time on a Banking Day for the Escrow Agent to process such instructions that Banking Day. In no event will the escrow amount be released to the Company until such amount is received by the Escrow Agent in the Escrow Funds. (d) If by 3:00 P.M. Eastern time on the Final Termination Date the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent Underwriter regarding the disbursement of the Escrow Funds in or the total amount of the Escrow Account, if anyFunds is less than the Minimum Amount, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors without interest or offsetoffset by noon of the next business day after the Termination Date. The Escrow Funds returned to the Investors each Investor shall be free and clear of any and all claims of the Escrow Agent. (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (ef) The Placement Agent If the Final Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Banking Day, then it such date shall be the Banking Day that immediately preceding that date. A “Banking Day” is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able legally obligated to be authenticated by, Escrow Agent in accordance with Section 1.4 belowopened. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset. (b) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement InstructionsWritten Direction”). (c) If by Ifby 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions Written Direction from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's ’s jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by, in the case of Company, any individual designated by representatives Company on Exhibit B hereto or, in the case of both Parties listed in Schedule II to this AgreementPlacement Agent, any individual designated by Placement Agent on Exhibit C hereto (in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party Pxxxx can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Underwriter advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Subscriber directly to such Investor said Subscriber without interest or offset. (b) At each Closing, the Company and the Placement Agent shall provide Provided that the Escrow Agent with written instructions regarding does not receive the disbursement of the Escrow Funds Termination Notice in accordance with Section 2(a) and the Escrow Agent receives a written certification from the Company that there is the Minimum Amount deposited into the Escrow Account and the Company has satisfied the listing conditions to trade the Shares on the Nasdaq Capital Market on or prior to the Termination Date, the Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit A attached hereto and made a part hereof and signed by received from the Company and Underwriter, pay the Placement Escrow Funds in accordance with such written instructions. Such payment or payments shall be made by wire transfer within one (1) Business Day of receipt of such written instructions, which must be received by the Escrow Agent (no later than 3:00 p.m., Eastern Time, on a Business Day for the “Disbursement Instructions”)Escrow Agent to process such instructions that Business Day. (c) If by 5:00 P.M. 3:00 p.m., Eastern time time, on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement total amount of the Escrow Funds in is less than the Minimum Amount or the Nasdaq listing conditions have not been satisfied, then Company shall notify the Escrow Account, if any, then Agent in writing of the occurrence of the Termination Date and the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds directly to the Investors Subscribers without interest or offset. The Escrow Agent shall have no obligation to monitor the occurrence of the Termination Date. The Escrow Funds returned to the Investors each Subscriber shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent If the Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Business Day, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount date shall be disbursed by way of wire transfer the Business Day that immediately precedes that date. A “Business Day” is any day other than a Saturday, Sunday or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfera Bank holiday.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In The indemnification obligations of the event Sellers pursuant to Article 10, subject to the limitations set forth in Section 10.2 to the extent applicable, will be first satisfied from the Indemnity Escrow Funds until such funds have been exhausted or the Claims for indemnification shall exceed the then-current balance in the Indemnity Escrow Funds, and thereafter directly by the Sellers pursuant to Article 10; provided, that (i) the Company advises Claims for indemnification for breaches by a Seller of a Non-Compete Agreement will not be subject to this Section 10.7, and (ii) with respect to Claims for Indemnification pursuant to the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”)Seller Covenant, the Buyer Indemnitees shall not be required to first satisfy such Claims from the Indemnity Escrow Agent shall promptly return Funds before directly pursuing the funds paid by each Investor applicable Seller with respect to such Investor without interest or offsetthe indemnity obligations set forth in the Seller Covenant. (b) At each ClosingOn the twenty-four (24) month anniversary of the Closing Date (the ”Initial Release Date”), the Company Buyer and the Placement Agent shall provide Sellers’ Representative will jointly instruct the Escrow Agent with written instructions regarding the disbursement of under the Escrow Agreement to pay the Sellers’ Representative (for further distribution to Sellers) by wire transfer of immediately available funds to an account specified by Sellers’ Representative, an amount equal to the amount by which the Indemnity Escrowed Funds then held exceeds the sum of (i) Four Million Five Hundred Thousand Dollars ($4,500,000) and (ii) the aggregate amount of Claims made by Buyer Indemnitees pursuant to Article 10 that remain pending on the Initial Release Date. With respect to any pending Claims referred to in accordance the preceding sentence, promptly following resolution of any such Claims, the amount, if any, of such Claims which have not been paid to a Buyer Indemnitee in connection with Exhibit A attached hereto such resolution, and made a part hereof and which would have been paid to the Sellers’ Representative if such Claims had been resolved prior to the Initial Release Date, will be paid to the Sellers’ Representative by wire transfer of immediately available funds to an account specified by the Sellers’ Representative pursuant to joint instructions signed by the Company Buyer and the Placement Agent (the “Disbursement Instructions”)Sellers’ Representative. (c) If by 5:00 P.M. Eastern time on On the Final Termination date that is three years and thirty days after the filing of the last income Tax Return with respect to any Pre-Closing Tax Period (the “Extended Release Date”), the Buyer and Sellers’ Representative will jointly instruct the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of under the Escrow Agreement to pay the Sellers’ Representative (for further distribution to the Sellers) by wire transfer of immediately available funds to an account specified by the Sellers’ Representative, an amount equal to (i) the Indemnity Escrowed Funds then held minus (ii) the aggregate amount of Claims made by Buyer Indemnitees pursuant to Article 10 that remain pending on the Extended Release Date. With respect to any pending Claims referred to in the Escrow Accountpreceding sentence, promptly following resolution of any such Claims, the amount, if any, then the Escrow Agent shall promptly return of such Escrow FundsClaims which have not been paid to a Buyer Indemnitee in connection with such resolution, if any, and which would have been paid to the Investors without interest or offset. The Escrow Funds returned Sellers’ Representative if such Claims had been resolved prior to the Investors shall Extended Release Date, will be free paid to the Sellers’ Representative by wire transfer of immediately available funds to an account specified by the Sellers’ Representative pursuant to joint instructions signed by the Buyer and clear of any and all claims of the Escrow AgentSellers’ Representative. (d) The Escrow Agent All payments received by the Sellers’ Representative pursuant to this Section 10.7 shall not be required distributed to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned Sellers in accordance with this sectionSchedule 2.6. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and the Underwriter advise the Escrow Agent in writing that the Offering public offering described in the Registration Statement has been terminated (the “Termination Notice”)withdrawn, the Escrow Agent shall promptly return the funds paid by each Investor prospective Investor, to such Investor said prospective Investor, without interest or offsetinterest. (b) At each ClosingIf prior to 3:00 P.M. (local New York City time) on the day, 90 days following the effective date of the Registration Statement (the "Termination Date"), the Escrow Agent receives written notification, in the form of Exhibit A, attached hereto and made a part hereof, and signed by the Company and the Placement Agent Underwriter, stating that the Termination Date has been extended to a date stated therein (the "Final Termination Date") the date shall provide be so extended. (c) Provided that the Escrow Agent does not receive a notice stated in accordance with Section 2(a) above and there is at least $7,687,500 in the Escrow Account on or prior to the Termination Date or the Final Termination Date (if the Escrow Agent has, prior to the Termination Date, received a notice in accordance with Section 2(b) hereof), the Escrow Agent shall promptly notify the Company and the Underwriter of such fact in writing. The Escrow Agent shall promptly disburse the Escrow Funds by wire transfer in accordance with written instructions regarding signed by the Company and the Underwriter and delivered by the Company and the Underwriter to the Escrow Agent. After any such disbursement that is effected prior to the Termination Date or the Final Termination Date (if the Escrow Agent has, prior to the Termination Date, received a notice in accordance with Section 2(b) hereof), deposits may continue to be made to the Escrow Account in accordance with Section 1 hereof and the Escrow Agent shall make additional disbursements of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”this Section 2(c). (cd) If by 5:00 3:00 P.M. Eastern time (local New York City time) on the Termination Date or the Final Termination Date (if the Escrow Agent has, prior to the Termination Date, received a notice in accordance with Section 2(b) hereof), the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds Underwriter in accordance with Section 2(c) hereof, or there is a balance in the Escrow AccountAccount of less than $7,687,500, if any, then the Escrow Agent shall promptly return such the Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that which are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Subscriber to such Investor said Subscriber without interest or offset. (b) At each ClosingIf prior to 3:00 P.M. Eastern time on the Termination Date, the Escrow Agent receives written notice, in the form of Exhibit A, attached hereto and made a part hereof, and signed by the Company and Placement Agent, stating that the Placement Agent Termination Date has been extended to the Final Termination Date (“Extension Notice”), then the Termination Date shall provide be so extended.. (c) Provided that the Escrow Agent does not receive the Termination Notice in accordance with section 2(a) and there is the Offering Amount deposited into the Escrow Account on or prior to later of the Termination Date or the date stated in the Extension Notice, if any, received by the Escrow Agent in accordance with section 2(b) above, the Escrow Agent shall, upon receipt of written instructions regarding instructions, in the disbursement form of Exhibit B, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and Placement Agent, pay the Escrow Funds in accordance with Exhibit A attached hereto such written instructions, which instructions shall be limited to the payment of the Placement Agent’s fee and other offering expenses and the payment of the balance to the Company. Such payment or payments shall be made a part hereof and signed by wire transfer within one (1) Business Day of receipt of such written instructions, which must be received by the Company and Escrow Agent no later than 3:00 PM Eastern Time on a Business Day for the Placement Escrow Agent (the “Disbursement Instructions”)to process such instructions that Business Day. (cd) If by 5:00 3:00 P.M. Eastern time on the Final later of the Termination DateDate or the date stated in the Extension Notice, if any, that the Escrow Agent has received in accordance with section 2(b) above, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in and the total amount of the Escrow Account, if anyFunds is less than the Offering Amount, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors Subscribers without interest or offset. The Escrow Funds returned to the Investors each Subscriber shall be free and clear of any and all claims of the Escrow Agent. (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (ef) The Placement Agent If the Termination Date, Final Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Business Day, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount date shall be disbursed by way of wire transfer the Business Day that immediately preceding that date. A Business Day is any day other than a Saturday, Sunday or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfera Bank holiday.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and the Investor Representative advise Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Subscriber to such Investor said Subscriber without interest or offsetdeduction, penalty or expense. (b) At each ClosingIf prior to 3:00 P.M. (local New York City time) on the Termination Date, Escrow Agent receives written notification, in the form of Exhibit A, attached hereto and made a part hereof, and signed by the Company and the Placement Agent Investor Representative, stating that the Termination Date has been extended, the date shall provide be so extended to the Final Termination Date. (c) Provided that the Escrow Agent does not receive the Termination Notice stated in paragraph 2(a) above and there is the Minimum Amount deposited into the Escrow Account on or prior to the end of the Termination Date or the Final Termination Date (if Escrow Agent has, prior to the Termination Date, received Exhibit A in accordance with paragraph 2(b) above), Escrow Agent shall, upon receipt of written instructions, in form and substance satisfactory to Escrow Agent, received from the Company and the Investor Representative (including a representation from the Company that the Company has furnished each Subscriber with the Form 8-K and that each Subscriber reconfirmed its investment in the Offering following receipt of the Form 8-K), pay the Escrow Funds in accordance with such written instructions, such payment or payments to be made by wire transfer within one (1) business day of receipt of such written instructions. The same procedures shall be coordinated with respect to any subsequent closings occurring prior to the Termination Date (if Escrow Agent has, prior to the Termination Date, received Exhibit A in accordance with paragraph 2(b) above). (d) If by 3:00 P.M. (local New York City time) on the later of the Termination Date or the Final Termination Date (if Escrow Agent has received Exhibit A, in accordance with paragraph 2(b) above), Escrow Agent (i) has not received written instructions from the Company and the Investor Representative and wire transfer instructions executed by the Company and the Investor Representative regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof payment of fees and signed by the Company and the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement expenses of the Offering, or (ii) there is a balance in Escrow Funds in Account of less than the Escrow AccountMinimum Amount, if any, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors Subscribers without interest or offsetdeductions, penalty or expense. The Escrow Funds returned to the Investors each Subscriber shall be free and clear of any and all claims of the Escrow Agent. (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that which are not available for withdrawal. (ef) The Placement If the Termination Date or any other date that is a deadline under this Agreement for giving Escrow Agent notice or the Company will provide instructions or for the Escrow Agent with to take action is not a Banking Day, then such date shall be changed to the payment instructions for each InvestorBanking Day that immediately precedes such date. A “Banking Day” is any day other than a Saturday, to whom the funds should be returned in accordance with this section. (f) In the event Sunday or a day that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) a New York State chartered bank is required not legally obligated to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to itopened. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such said Investor without interest or offset. (b) At each ClosingIf prior to 3:00 P.M. Eastern time on the Termination Date, the Escrow Agent receives written notice, in the form of Exhibit A, attached hereto and made a part hereof, and signed by the Company and Placement Agent, stating that the Placement Agent Termination Date has been extended to the Final Termination Date (the “Extension Notice”), then the Termination Date shall provide be so extended. (c) Provided that the Escrow Agent does not receive the Termination Notice in accordance with Section 2(a) and there is the Minimum Amount deposited into the Escrow Account on or prior to later of the Termination Date or the date stated in the Extension Notice, if any, received by the Escrow Agent in accordance with Section 2(b) above, the Escrow Agent shall, upon receipt of written instructions regarding instructions, in the disbursement form of Exhibit B, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and Placement Agent, pay the Escrow Funds in accordance with Exhibit A attached hereto and such written instructions, such payment or payments to be made a part hereof and signed by wire transfer within one (1) business day of receipt of such written instructions. Such instructions must be received by the Company and Escrow Agent no later than 3:00 PM Eastern Time on a Banking Day for the Placement Escrow Agent (the “Disbursement Instructions”)to process such instructions that Banking Day. (cd) If by 5:00 3:00 P.M. Eastern time on the Final later of the Termination DateDate or the date stated in the Extension Notice, if any, that the Escrow Agent has received in accordance with Section 2(b) above, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in or the total amount of the Escrow Account, if anyFunds is less than the Minimum Amount, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors without interest or offset. The Escrow Funds returned to the Investors each Investor shall be free and clear of any and all claims of the Escrow Agent. (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (ef) The Placement Agent If the Termination Date, Final Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Banking Day, then it such date shall be the Banking Day that immediately preceding that date. A “Banking Day” is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able legally obligated to be authenticated by, Escrow Agent in accordance with Section 1.4 belowopened. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The (i) On the First Anniversary Date, the Indemnity Escrow Funds Agent shall release an amount of the Indemnity Escrow Fund to or for the account of the Other Stockholders equal to twenty-five percent (25%) of the initial Indemnity Escrow Fund less the aggregate amount, if any, previously paid to Parent out of the Indemnity Escrow Fund; provided that such amount released to or for the account of the Other Stockholders pursuant to this Section 9.6(c)(i) shall be paid reduced to the extent that the amount remaining in the Indemnity Escrow Fund in the absence of such reduction would be less than the aggregate amount of bona fide claims for indemnification properly asserted against the Indemnity Escrow Fund by the Parent Tax Indemnities and Parent Indemnities under Sections 7.5 and 9.2, respectively, but not yet resolved (such unresolved claims and any subsequent claims that remain unresolved, the “Unresolved Indemnification Claims”) as of the First Anniversary Date. (ii) On the Second Anniversary Date, the Indemnity Escrow Agent shall release all or a portion of the remaining Indemnity Escrow Fund to or for the account of the Other Stockholders such that, following such release, the amount remaining in the Indemnity Escrow Fund, if any, equals the aggregate amount of Unresolved Indemnification Claims as of the Second Anniversary Date. (iii) To the extent applicable, the amount of the Indemnity Escrow Fund retained for the Unresolved Indemnification Claims shall be released by the Indemnity Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset. (b) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement terms of the Indemnity Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by Agreement to or for the Company and the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement account of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, Other Stockholders (to the Investors without interest or offset. The Escrow Funds returned extent not utilized to pay the Investors shall be free and clear of Parent Indemnitees for any and all such claims resolved in favor of the Escrow Agent. (dParent Indemnitees) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or upon the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned resolution of such claims in accordance with this sectionSection 9.6 and the terms of the Indemnity Escrow Agreement. (fiv) In connection with the event that release of all or a portion of the Indemnity Escrow Fund by the Indemnity Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and or for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then account of the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and Other Stockholders in accordance with this Section 9.6(c) and the Indemnity Escrow Agreement, each Other Stockholder shall receive its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any Pro Rata Portion of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or processIndemnity Escrow Fund so released. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Subscriber to such Investor said Subscriber without interest or offset. (b) At If prior to 3:00 P.M. Eastern time on the Termination Date, the Escrow Agent receives written notice, in the form of Exhibit A, attached hereto and made a part hereof, and signed by the Company and Placement Agent, stating that the Termination Date has been extended to the Final Termination Date (the “Extension Notice”), then the Termination Date shall be so extended. (c) Provided that the Escrow Agent does not receive the Termination Notice in accordance with Section 2(a) and Escrow Funds have been deposited into the Escrow Account on or prior to the later of the Termination Date or the date stated in the Extension Notice, if any, received by the Escrow Agent in accordance with Section 2(b) above, the Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit B, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and the Placement Agent, from time to time pay the Escrow Funds in accordance with such written instructions, which instructions shall be limited to the payment of the Placement Agent’s commission and non-accountable expense allowance and other offering expenses and the payment of the balance to the Company. Such payment or payments shall be made by wire transfer within one (1) Business Day of receipt of such written instructions, which must be received by the Escrow Agent no later than 3:00 PM Eastern Time on a Business Day for the Escrow Agent to process such instructions that Business Day. The Company further agrees that there shall be a limit of three (3) closings (each a “Closing”) under this Agreement with each Closing limited to three (3) wires. Any subsequent wires or Closing may be subject to additional fees of Twenty Five Dollars ($25.00) per wire. (d) By 3:00 P.M. Eastern time on the date that is ten (10) Business Days from the later of the Termination Date or the date stated in the Extension Notice, if any, that the Escrow Agent has received in accordance with paragraph 2(a) above, the Company and the Placement Agent shall provide the Escrow Agent with final written instructions in accordance with paragraph 2(c) regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds any funds remaining in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offsetAccount (e). The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. Should the Company and Placement Agent fail to provide such final written instructions contemplated under this paragraph by the deadline, the Escrow Agent shall promptly return the Escrow Funds to the Subscribers without interest and offset. (e) The Placement Agent If the Termination Date, Final Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Business Day, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount date shall be disbursed by way of wire transfer the Business Day that immediately precedes that date. A “Business Day” is any day other than a Saturday, Sunday or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfera Bank holiday.

Release of Escrow Funds. The (a) Upon (i) the closing of the IPO and (ii) the Escrow Funds shall be paid Agent’s receipt of the escrow release notice attached hereto as Exhibit B (the “Escrow Release Notice”) executed by the Company’s chief executive officer and chief financial officer, the Escrow Agent will, after confirming the closing of the IPO with legal counsel for the underwriters in such IPO, release the Escrowed Funds in accordance with the following: (a) In terms of the event that Escrow Release Notice. Any portion of the Escrowed Funds representing the cash value of fractional shares of the Securities shall be disbursed to the Purchasers, based on each Purchaser’s Net Subscription Amount as set forth in Exhibit A, upon the release of the Escrowed Funds. All calculations of a Purchaser’s pro rata share of any fractional share amounts shall be performed by the Company advises and, subject to review and approval by such Purchaser, provided to the Escrow Agent. A representative of the Escrow Agent shall be made available to participate in writing that a conference call on the Offering has been terminated date of closing of the IPO in order to confirm the closing of the IPO. (b) Alternatively, upon the Escrow Agent’s receipt of the escrow release notice attached hereto as Exhibit C (the “Termination Investor Escrow Release Notice”) executed by the Company and each of the Purchasers (other than any Purchaser who has previously requested the return of such Purchaser’s funds in accordance with Section 1.3 hereof), the Escrow Agent shall promptly return will release the funds paid by each Investor to such Investor without interest or offset. (b) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Escrowed Funds in accordance with the terms of the Investor Escrow Release Notice. Any portion of the Escrowed Funds representing the cash value of fractional shares of the Securities shall be disbursed to the Purchasers, based on each Purchaser’s Net Subscription Amount as set forth in Exhibit A attached hereto and made A, upon the release of the Escrowed Funds. All calculations of a part hereof and signed Purchaser’s pro rata share of any fractional share amounts shall be performed by the Company and, subject to review and the Placement Agent (the “Disbursement Instructions”). (c) If approval by 5:00 P.M. Eastern time on the Final Termination Datesuch Purchaser, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, provided to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (dc) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not Upon (i) in writing, (ii) signed by representatives the execution of both Parties listed in Schedule II Amendment No. 2 to this Agreement, in and (ii) the Escrow Agent’s receipt of the escrow release notice attached hereto as Exhibit D (the “Advance Escrow Release Notice”) executed by the Company and each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Partythe Purchasers releasing funds pursuant thereto, the Escrow Agent will release that portion of the Escrowed Funds set up each Party forth on Exhibit A in the column entitled “Escrow Release Amount” in accordance with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s)terms of the Advance Escrow Release Notice.” (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way 8. Section 1.3 of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.Agreement is hereby amended and restated in its entirety as follows:

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”)terminated, the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset.; (b) In the event that the Company advises the Escrow Agent in writing that it has rejected a proposed Investor’s Subscription Agreement, the Escrow Agent shall promptly return such proposed Investor’s Purchase Price to such proposed Investor without interest or offset. (c) If prior to 5:00 P.M. Eastern time on the Termination Date, the Escrow Agent receives written notice, in the form of Exhibit A attached hereto and made a part hereof (“Extension Notice”), and signed by the Company stating that the Termination Date has been extended to the Final Termination Date, then the Termination Date shall be so extended. (d) At each Closingclosing of the Offering, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A B attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”). (ce) If Subsequent to the first closing and until the “Final Closing” (herein defined), the Company may hold one or more additional closings of the purchase and sale of the Shares (each a “Subsequent Closing”), with each Subsequent Closing to be effected by 5:00 P.M. Eastern time disbursement of additional Escrow Funds based on the delivery of additional Disbursement Instructions to the Escrow Agent signed by the Company. The term “Final Closing” means the earliest to occur of (i) the date upon which subscriptions for the Maximum Offering Amount have been accepted, (ii) the Termination Date or the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agentapplicable. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and the Placement Agents advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Purchaser to such Investor said Purchaser without interest or offset. (b) At each ClosingIf prior to 3:00 P.M. Eastern time on the Termination Date, the Escrow Agent receives written notice, in the form of Exhibit A, attached hereto and made a part hereof, and signed by the Company and each Placement Agent, stating that the Placement Agent Termination Date has been extended to the Final Termination Date (the “Extension Notice”), then the Termination Date shall provide be so extended. (c) Provided that the Escrow Agent does not receive the Termination Notice in accordance with Section 2(a) and the Minimum Amount has been deposited into the Escrow Account on or prior to the later of the Termination Date or the date stated in the Extension Notice, if any, received by the Escrow Agent in accordance with Section 2(b) above, the Escrow Agent shall, upon receipt of written instructions regarding instructions, in the disbursement form of Exhibit B, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and each Placement Agent, pay the Escrow Funds in accordance with Exhibit A attached hereto such written instructions, which instructions shall be limited to the payment of the Placement Agents’ fees and other offering expenses and the payment of the balance to the Company (each, a “Closing”). Such payment or payments shall be made a part hereof and signed by wire transfer within one (1) Business Day of receipt of such written instructions, which must be received by the Company and Escrow Agent no later than 3:00 PM Eastern Time on a Business Day for the Placement Escrow Agent (the “Disbursement Instructions”)to process such instructions that Business Day. Any additional wires or Closing may be subject to additional fees. (cd) If by 5:00 3:00 P.M. Eastern time on the Final later of the Termination DateDate or the date stated in the Extension Notice, if any, that the Escrow Agent has received in accordance with Section 2(b) above, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and each Placement Agent regarding the disbursement of the Escrow Funds in and the total amount of the Escrow Account, if anyFunds is less than the Minimum Amount, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors Purchasers without interest or offset. The Escrow Funds returned to the Investors each Purchaser shall be free and clear of any and all claims of the Escrow Agent.. Escrow Deposit Agreement — Private Placement Rev. 08/2015 (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (ef) The Placement Agent If the Termination Date, Final Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Business Day, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount date shall be disbursed by way of wire transfer the Business Day that immediately follows that date. A “Business Day” is any day other than a Saturday, Sunday or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfera Bank holiday.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and the Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Subscriber to such Investor said Subscriber without interest or offsetdeduction, penalty or expense. (b) At each ClosingIf, prior to 3:00 P.M. (local New York City time) on the Company and the Placement Agent shall provide Termination Date, the Escrow Agent with receives written instructions regarding notification, in the disbursement form of the Escrow Funds in accordance with Exhibit A B, attached hereto and made a part hereof hereof, and signed by the Company and the Placement Agent Agent, stating that the Termination Date has been extended to a date on or prior to the Final Termination Date, the date shall be so extended (the “Disbursement InstructionsExtension Notice”). (c) If by 5:00 P.M. Eastern time Provided that the Escrow Agent does not receive the Termination Notice and the funds deposited into the Escrow Account (“Deposited Amount”) are equal to or exceed the Minimum Offering Amount less the Conversion Amount on or prior to (i) the Termination Date or (ii) the Final Termination Date, as applicable, the Escrow Agent shall, upon receipt of (i) written instructions, in form and substance satisfactory to the Escrow Agent, received from the Company and the Placement Agent on or before the Termination Date or the Final Termination Date (if Escrow Agent has, prior to the Termination Date, received the Extension Notice in accordance with paragraph 2(b) above), and (ii) a certification, executed by the Company and the Placement Agent, stating that the sum of the Deposited Amount and the Conversion Amount equals or exceeds the Minimum Offering Amount, pay the Escrow Funds in accordance with such written instructions, which instructions shall be limited to the payment of the Placement Agent’s fees and other offering expenses and the payment of the balance to the Company, such payment or payments to be made by wire transfer on the same Banking Day (as defined in Section 2(f) hereof) of receipt of such written instructions (the “First Closing”); provided, however, if such instructions are received no later than 3:00 P.M. (New York City time) on any day, such payments shall be made by the Escrow Agent so that they are received before 3:00 PM (New York City time) on the next day which is a Banking Day. The same procedures shall be coordinated with respect to any subsequent closings occurring prior to the Termination Date or the Final Termination Date (if the Escrow Agent has, prior to the Termination Date, received the Extension Notice in accordance with paragraph 2(b) above). Notwithstanding anything contained herein, a final closing may be held no later than 10 business days after the Termination Date or the Final Termination Date, as applicable. (d) If by 3:00 P.M. (local New York City time) on the Termination Date or Final Termination Date (if the Escrow Agent has received the Extension Notice, in accordance with paragraph 2(b) above), the Escrow Agent has not received written Disbursement Instructions instructions from the Company and the Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Accountthen on deposit, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, Funds to the Investors Subscribers without interest or offsetdeduction, penalty or expense. The Escrow Funds returned to the Investors each Subscriber shall be free and clear of any and all claims of the Escrow Agent. The Escrow Agent shall provide the Company and the Placement Agent prompt notice of its intent to return the Escrow Funds in advance of returning such Escrow Funds in accordance with this paragraph (d). (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that which are not available for withdrawal. (ef) The Placement Agent or the Company will provide If any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request to take action is not a Banking Day, then such date shall be the amount so paid Banking Day immediately preceding that date. A Banking Day is any day other than a Saturday, Sunday or day on which banks in New York State are permitted to itremain closed except for Lincoln’s Birthday and Election Day. (g) The Escrow Agent shallCompany may, in its sole discretion, comply with judgments reject or orders issued cancel any subscription for Units in whole or process entered by in part. If payment for any court with respect such rejected or canceled subscription has been delivered to the Escrow AmountAgent, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter Company and in accordance with its normal business practices. If the Placement Agent will inform the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties rejection or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered tocancellation, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access upon receiving such notice shall promptly return such funds to the account(s) established pursuant said Subscriber, but in no event prior to this Agreement, which each Party can use to view those funds becoming collected and verify transaction on such account(s)available for withdrawal. (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. (a) The Escrow Funds Agent will hold the funds in the Escrow Accounts in its possession under the provisions of this Agreement until authorized in writing hereunder to deliver such funds or any specified portion thereof as follows: (i) If the Final FDIC Net Resolution Amount results in a payment being made by the Company to the FDIC and the amount of such payment exceeds the FDIC Reserve Amount, the Company shall be paid by deliver to the Escrow Agent a notice that certain of the funds held in accordance with the following:Local Financial FDIC Assistance Agreement Escrow Account are to be paid to it (a "Notice of Claim") pursuant to Section 5.1(b) of the Redemption Agreement, which Notice of Claim shall set forth the amount of such funds the Company is requesting be paid to it, and the Company shall simultaneously deliver a copy of such Notice of Claim to the Selling Shareholders. The Escrow Agent shall promptly notify the Selling Shareholders of its receipt of such Notice of Claim. (aii) In If the event Final FDIC Net Resolution Amount results in either (x) a payment being made by the Company to the FDIC and the amount of such payment is less than the FDIC Reserve Amount or (y) a payment being made by the FDIC to the Company, the Selling Shareholders shall deliver a Notice of Claim to the Escrow Agent requesting the payment to the Selling Shareholders of all of the funds in the Local Financial FDIC Assistance Agreement Escrow Account pursuant to Section 5.1(c) of the Redemption Agreement, and the Selling Shareholders shall simultaneously deliver a copy of such Notice of Claim to the Company. The Escrow Agent shall promptly notify the Company of its receipt of such Notice of Claim. (iii) If the Adjusted Closing Equity is less than $144,477,000, the Company shall deliver a Notice of Claim to the Escrow Agent pursuant to Section 5.2(d)(i) of the Redemption Agreement, which Notice of Claim shall set forth the amount of the funds held in the Local Financial Closing Adjustment Escrow Account that the Company advises is requesting be paid to it, and the Company shall simultaneously deliver a copy of such Notice of Claim to the Selling Shareholders. The Escrow Agent shall promptly notify the Selling Shareholders of its receipt of such Notice of Claim. (iv) If the Adjusted Closing Equity is greater than or equal to $144,477,000, the Selling Shareholders shall deliver a Notice of Claim to the Escrow Agent requesting the payment to the Selling Shareholders of all of the funds in writing that the Offering Local Financial Closing Adjustment Escrow Account pursuant to Section 5.2(d)(ii) or (iii) of the Redemption Agreement, and the Selling Shareholders shall simultaneously deliver a copy of such Notice of Claim to the Company. The Escrow Agent shall promptly notify the Company of its receipt of such Notice of Claim. (v) As used herein, the term "Asserting Party" shall refer to the party (or, in the case of the Selling Shareholders, parties) which has been terminated delivered to the Escrow Agent a Notice of Claim and the term "Non-Asserting Party" shall refer to the other party (or in the case of the Selling Shareholders, parties) hereto. Unless the Escrow Agent receives notice from the Non-Asserting Party pursuant to Section 3(b) hereof within the fifteen-day period following the delivery (which shall be deemed to be the date on which the Escrow Agent receives the relevant Notice of Claim) by the Asserting Party to the Non- Asserting Party of a copy of any Notice of Claim (the “Termination Notice”"Fifteen-Day Notice Period"), the Escrow Agent will release and deliver, and free and discharge from this Escrow Agreement, funds from the relevant Escrow Account as follows: (w) if the Notice of Claim is delivered pursuant to Section 3(a)(i) hereof, the Escrow Agent shall promptly return release and deliver the requested amount of funds paid by each Investor from the Local Financial FDIC Assistance Agreement Escrow Account to such Investor without interest or offset. (b) At each Closing, the Company and the Placement Escrow Agent shall provide release and deliver the Escrow Agent with written instructions regarding the disbursement balance of the Escrow Funds funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the such Escrow Account, if any, then in equal amounts to each of the Selling Shareholders; (x) if the Notice of Claim is delivered pursuant to Section 3(a)(ii) hereof, the Escrow Agent shall promptly return release and deliver all of the funds in the Local Financial FDIC Assistance Agreement Escrow Account in equal amounts to each of the Selling Shareholders; (y) if the Notice of Claim is delivered pursuant to Section 3(a)(iii) hereof, the Escrow Agent shall release and deliver the requested amount of funds from the Local Financial Closing Adjustment Escrow Account to the Company and the Escrow Agent shall release and deliver the balance of the funds in such Escrow FundsAccount, if any, in equal amounts to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims each of the Escrow Agent. Selling Shareholders; and (dz) The if the Notice of Claim is delivered pursuant to Section 3(a)(iv) hereof, the Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom release and deliver all of the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Local Financial Closing Adjustment Escrow Account or another party or is subsequently invalidated, declared in equal amounts to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then each of the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practicesSelling Shareholders. If the Escrow Agent complies with any such judgment, order or processreceives a Notice of Dispute (as defined herein) within the Fifteen-Day Notice Period from the Non-Asserting Party, then it the funds held in the relevant Escrow Account shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands released and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access pursuant to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s)preceding sentence. (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Subscriber to such Investor said Subscriber without interest or offset. (b) At each ClosingIf prior to 3:00 P.M. Eastern time on the Termination Date, the Escrow Agent receives written notice, in the form of Exhibit A, attached hereto and made a part hereof, and signed by the Company and Placement Agent, stating that the Placement Agent Termination Date has been extended to the Final Termination Date (“Extension Notice”), then the Termination Date shall provide be so extended. (c) Provided that the Escrow Agent does not receive the Termination Notice in accordance with paragraph 2(a) and there is the Minimum Amount deposited into the Escrow Account on or prior to later of the Termination Date or the date stated in the Extension Notice, if any, received by the Escrow Agent in accordance with paragraph 2(b) above, the Escrow Agent shall, upon receipt of written instructions regarding instructions, in the disbursement form of Exhibit B, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and Placement Agent, pay the Escrow Funds in accordance with Exhibit A attached hereto and such written instructions, such payment or payments to be made a part hereof and signed by wire transfer within one (1) Business Day of receipt of such written instructions. Such instructions must be received by the Company and Escrow Agent no later than 3:00 PM Eastern Time on a Business Day for the Placement Escrow Agent (the “Disbursement Instructions”)to process such instructions that Business Day. (cd) If by 5:00 3:00 P.M. Eastern time on the Final later of the Termination DateDate or the date stated in the Extension Notice, if any, that the Escrow Agent has received in accordance with paragraph 2(b) above, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in or the total amount of the Escrow Account, if anyFunds is less than the Minimum Amount, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors Subscribers without interest or offset. The Escrow Funds returned to the Investors each Subscriber shall be free and clear of any and all claims of the Escrow Agent. (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (ef) The Placement Agent If the Termination Date, Final Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Business Day, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount date shall be disbursed by way of wire transfer the Business Day that immediately preceding that date. A Business Day is any day other than a Saturday, Sunday or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfera Bank holiday.

Release of Escrow Funds. The (a) Subject to the further terms and conditions of the Escrow Funds Agreement and this Article XI, on the first Business Day after the expiration of the General Escrow Period, Purchaser and Sellers shall be paid by execute a joint instruction to the Escrow Agent directing the Escrow Agent to release to Sellers any remaining General Escrow Funds on such date, minus any Claimed Amount relating to any Claim Notice given by any Purchaser Indemnitee with respect to the General Escrow Funds for which a Response Notice from Sellers is not then due and has not been given and any Contested Amount relating to the General Escrow Funds then outstanding (the “Pending General Claim Reserve”). The Pending General Claim Reserve shall remain in escrow until the resolution, in accordance with the following: (a) In terms of this Agreement, of the event that the Company advises applicable claim or claims to which such reserve relates. Upon resolution of such claim or claims, Purchaser and Sellers shall promptly execute a joint instruction to the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), directing the Escrow Agent shall promptly return to deliver to (i) Purchaser, any amount which Purchaser is entitled to receive as a result of the funds paid by each Investor to resolution of such Investor without interest claim or offsetclaims and (ii) Sellers, any remaining balance of the General Escrow Amount. (b) At each In the event, prior to Closing, Sellers have not delivered to Purchaser a Regulatory Letter or the Company Landlord Acknowledgement pursuant to Section 3.2(c)(i) above, but following Closing, Sellers deliver to Purchaser (i) either a Regulatory Letter (provided no Regulatory Letter was delivered prior to Closing), which may be conditioned upon (1) no changes in conditions, laws or property uses, (2) no new contamination caused by Purchaser, (3) a reservation of the Colorado Governmental Authority’s authority should new information come to light, and (4) no submission of materially misleading information to the Colorado Governmental Authority (the parties acknowledge and agree that the conditions in (1), (2), (3) and (4) shall not be a basis for Purchaser or its counsel to deem any Regulatory Letter not reasonably satisfactory) or the Landlord Acknowledgement (provided no Landlord Acknowledgement was delivered prior to Closing), in either case in a form reasonably satisfactory to Purchaser and its counsel, it being agreed by the parties that Purchaser shall provide written notice to Sellers indicating whether the Regulatory Letter or Landlord Acknowledgement or both, as applicable, is or are reasonably satisfactory to Purchaser and its counsel within twenty-one (21) days after Purchaser’s receipt of such Regulatory Letter or Landlord Acknowledgement or both, as applicable. In the event Purchaser has provided Sellers with written notice within such period indicating that such Regulatory Letter or Landlord Acknowledgement or both, as applicable, is or are reasonably satisfactory to Purchaser and its counsel, or has failed to notify Sellers of Purchaser’s determination within such period, Sellers shall be entitled to a distribution from the Special Escrow Funds of an amount equal to the lesser of [ …***…] Dollars ($[…***…]) and the Placement Agent remaining Special Escrow Funds, or (ii) both a Regulatory Letter and a Landlord Acknowledgement, in each case in a form reasonably satisfactory to Purchaser and its counsel, Sellers shall provide be entitled to a distribution from the Special Escrow Funds of an amount equal to the lesser of […***…] Dollars ($[…***…]) and the remaining Special Escrow Funds. In the event Sellers satisfy the foregoing condition in either subsections (i) or (ii) above and are entitled to a distribution from the Special Escrow Funds, on the first Business Day after Sellers satisfy the condition in either subsections (i) or (ii), Purchaser and Sellers shall execute a joint instruction to the Escrow Agent with written instructions directing the Escrow Agent to release to Sellers the applicable amount pursuant to this Section 11.6(b). Prior to Sellers’ submission to the applicable Colorado Governmental Authority of any information regarding the disbursement environmental condition of the Escrow Funds Leased Premises, including any application or request for a Regulatory Letter, Sellers shall provide to Purchaser, for Purchaser’s approval, which approval shall not be unreasonably withheld, delayed or conditioned, a copy of such information, application or request; provided, further, that upon Sellers’ receipt of such written approval, or, if Purchaser has not provided Sellers with either a written approval or objection to such information, application or request within fifteen (15) Business Days of Purchaser’s receipt of such information, application or request, Sellers may proceed with their submission to the applicable Colorado Governmental Authority, and if a written objection is delivered to Sellers within such period, Sellers and Purchaser agree to negotiate in accordance good faith to resolve such objection as soon as practicable. Sellers shall further afford Purchaser a reasonable opportunity to participate in any telephone call or meeting with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”)such Colorado Governmental Authority arising out of any such submission, application or request. (c) If by 5:00 P.M. Eastern time on Subject to the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company further terms and Placement Agent regarding the disbursement conditions of the Escrow Funds in Agreement and this Article XI, on the Escrow Account, if any, then first Business Day after the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims expiration of the Special Escrow Agent. (d) The Escrow Agent Period, Purchaser and Sellers shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to execute a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay joint instruction to the Escrow Agent upon written request directing the amount so paid to it. (g) The Escrow Agent shallto release to Sellers any remaining Special Escrow Funds on such date, in its sole discretion, comply with judgments or orders issued or process entered minus any Claimed Amount relating to any Claim Notice given by any court Purchaser Indemnitee with respect to the Special Escrow Amount, including without limitation Funds for which a Response Notice from Sellers is not then due and has not been given and any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Contested Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access relating to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Special Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.Funds then

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset. (b) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it.. RAD Diversified/Entoro/Piermont Bank Escrow Agreement 3 (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction Written Direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 2.3 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction written notice for the disbursement of funds whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “"Termination Notice”"), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset. (b) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”"Written Direction"). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions Written Direction from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “"Written Direction”") if such Written Direction is not (i) in writing, (ii) signed by, in the case of Company, any individual designated by representatives Company on Exhibit B hereto or, in the case of both Parties listed in Schedule II to this AgreementPlacement Agent, any individual designated by Placement Agent on Exhibit C hereto (in each case, each such individual an “"Authorized Representative” " of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Subscriber to such Investor said Subscriber without interest or offset. (b) At each Closing, the Company and the Placement Agent shall provide Provided that the Escrow Agent does not receive the Termination Notice in accordance with paragraph 2(a) and there is the Minimum Amount deposited into the Escrow Account on or prior the Termination Date, the Escrow Agent shall, upon receipt of written instructions regarding instructions, in the disbursement form of Exhibit B hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company, pay the Escrow Funds in accordance with Exhibit A attached hereto and such written instructions, such payment or payments to be made a part hereof and signed by the Company and the Placement Agent wire transfer within three (the “Disbursement Instructions”)3) Business Days of receipt of such written instructions. (c) If by 5:00 3:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in Funds, or the total amount of the Escrow Account, if anyFunds is less than the Minimum Amount, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors Subscribers without interest or offset. The Escrow Funds returned to the Investors each Subscriber shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent If the Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with notice or instructions or for the payment instructions for each InvestorEscrow Agent to take action is not a Business Day, to whom then such date shall be the funds should be returned in accordance with this sectionBusiness Day that immediately preceding that date. A Business Day is any day other than a Saturday, Sunday or a Bank holiday. (f) In Provided that the event that Escrow Agent makes any payment to any other party pursuant to this has not received the Termination Notice in accordance with paragraph 2(a) and the Minimum Amount has not been deposited into the Escrow Agreement Account, then on or prior the Termination Date, the Escrow Agent, upon receipt of written instructions from a Subscriber in a form and for any reason such payment (or any portion thereof) is required to be returned substance satisfactory to the Escrow Account or another party or is subsequently invalidatedAgent, declared shall return to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to such Subscriber such portion of the Escrow Agent upon written request the amount so Funds as were paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and Subscriber in accordance with its normal business practices. If the Escrow Agent complies with any such judgmentwritten instructions, order such payment or process, then it shall not payments to be liable to any made by wire transfer within three (3) Business Days of the Parties or any other person by reason receipt of such compliance, regardless of the final disposition of any such judgment, order or processwritten instructions. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. (a) The Escrow Funds shall be paid managed and released by the Escrow Agent in accordance with the following: (a) In terms of the event Escrow Agreement and the terms of this Agreement. If pursuant to Section 10.15 it is determined, or Buyer and the Seller Parties otherwise agree, that the Company advises an amount is due and payable pursuant to Section 9.2, Buyer and Seller shall promptly deliver a joint written instruction to the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), instructing the Escrow Agent shall promptly return to pay to Buyer, from the funds paid by each Investor to Escrow Account, such Investor without interest or offsetamount that is due and payable (or, in the event such amount is greater than the Escrow Funds, all of the Escrow Funds). (b) At each ClosingIf on the eighteen (18) month anniversary of the Closing Date, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement total amount of the Escrow Funds as of such date minus any amounts that are the subject of a then-pending claim for indemnification pursuant to Section 9.2 that has not then been fully and finally resolved and paid, is greater than 50% of the Escrow Amount, Buyer and Seller shall jointly instruct the Escrow Agent to disburse by wire transfer of immediately available funds to an account designated by Seller an amount equal to such excess over 50% of the Escrow Amount from the Escrow Funds (such that, after such distribution, only 50% of the Escrow Amount remains in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”Escrow Funds). (c) If by 5:00 P.M. Eastern time on On the Final Termination third anniversary of the Closing Date, Buyer and Seller shall jointly instruct the Escrow Agent has not received written Disbursement Instructions from to disburse by wire transfer of immediately available funds to an account designated by Seller the Company and Placement Agent regarding the disbursement remainder of the Escrow Funds then held by the Escrow Agent in the Escrow AccountAccount minus any amounts that are the subject of a then-pending claim for indemnification pursuant to Section 9.2 that has not then been fully and finally resolved and paid. Upon final resolution of all such unresolved pending claims and any payments required to be made in connection therewith, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The any remaining Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required promptly disbursed to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned Seller in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement procedures set forth herein and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to itAgreement. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Underwriter advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor Subscriber to such Investor said Subscriber without interest or offset. (b) At each ClosingIf prior to 3:00 P.M. Eastern time on the Termination Date, the Escrow Agent receives written notice, in the form of Exhibit A, attached hereto and made a part hereof, and signed by the Company and Underwriter, stating that the Termination Date has been extended to the Final Termination Date, then the Termination Date shall be so extended. (c) Provided that the Escrow Agent does not receive the Termination Notice in accordance with paragraph 2(a) and there is the Minimum Amount deposited into the Escrow Account on or prior to later of the Termination Date or the date stated in the Extension Notice, if any, received by the Escrow Agent in accordance with paragraph 2(b) above, the Escrow Agent shall promptly notify the Company and the Placement Agent shall provide Underwriter that the Minimum Amount has been deposited and cleared banking channels, and then upon receipt of written instructions, in the form of Exhibit B, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent with written instructions regarding Agent, received from the disbursement of Company and Underwriter, pay the Escrow Funds in accordance with Exhibit A attached hereto and such written instructions, such payment or payments to be made by wire transfer within one (1) business day of receipt of such written instructions. Such instructions must be received by the Escrow Agent no later than 3:00 PM Eastern Time on a part hereof and signed Banking Day for the Escrow Agent to process such instructions that Banking Day. Such instructions will not be provided by the Company and Underwriter unless they have received confirmation from the Placement Agent (NASDAQ Capital Market that the “Disbursement Instructions”)securities that are the subject of the Prospectus will be listed on the NASDAQ Capital Market. (cd) If by 5:00 P.M. (x) 3:00 pm Eastern time on the Final Termination DateDate or the date stated in the Extension Notice, if any, that the Escrow Agent has received in accordance with paragraph 2(b) above, the total amount of the Escrow Funds is less than the Minimum Amount, or (y) 3:00 pm Eastern Time on the tenth day after the Termination Date or the date stated in the Extension Notice, if any, that the Escrow Agent has received in accordance with paragraph 2(b) above, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent the Underwriter regarding the disbursement of the Escrow Funds in the Escrow Account, if anyFunds, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors without interest or offset. The Escrow Funds returned to the Investors each Subscriber shall be free and clear of any and all claims of the Escrow Agent. (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (ef) The Placement Agent If the Termination Date, Final Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Banking Day, then it such date shall be the Banking Day that immediately preceding that date. A Banking Day is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able legally obligated to be authenticated by, Escrow Agent in accordance with Section 1.4 belowopened. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In The Deposit Escrow Agent shall deliver the event Purchaser Deposit (including, without limitation, any interest or other earnings thereon), solely as follows: (i) to the Seller upon the Closing (as defined in the Stock Purchase Agreement) if the Seller and the Purchaser have both executed a written request to Deposit Escrow Agent no later than the business day prior to the Closing requesting the release of the Purchaser Deposit to the Seller at the Closing, provided that Deposit Escrow Agent shall release the Purchaser Deposit pursuant to this clause (i) only if Deposit Escrow Agent has received written instructions from both the Seller and the Purchaser on the day of Closing that the Company advises Closing is occurring; (ii) to the Seller upon the 10th business day following the receipt by Deposit Escrow Agent in writing of a written request from the Seller requesting the release of the Purchaser Deposit accompanied by a statement either that the Offering Seller has terminated the Stock Purchase Agreement either as a result of a material breach of the Stock Purchase Agreement by the Purchaser or as a result of a failure of any of the conditions set forth in Sections 7.1, 7.2, 7.3, 7.7 or 7.10 of the Stock Purchase Agreement, specifying in reasonable detail the basis for such request (which request shall be delivered to the Purchaser at the same time it is delivered to Deposit Escrow Agent and Deposit Escrow Agent shall confirm delivery of such request to the Purchaser); (iii) to the Purchaser upon the 10th business day following the receipt by Deposit Escrow Agent of a written request from the Purchaser requesting the release of the Purchaser Deposit accompanied by a statement that the Stock Purchase Agreement has been terminated for any reason except if the provisions described in clause (ii) apply, specifying in reasonable detail the “Termination Notice”), basis for such request (which request shall be delivered to the Seller at the same time it is delivered to Deposit Escrow Agent and Deposit Escrow Agent shall promptly return confirm delivery of such request to the funds paid Seller); and (iv) to the Purchaser upon the 10th business day following the receipt by each Investor Deposit Escrow Agent of a written request from the Purchaser requesting the release of the Purchaser Deposit accompanied by a statement that the Seller's Bid Procedures Order (the "BID PROCEDURES ORDER"), which Bid Procedures Order shall include an approval and authorization by the United States Bankruptcy Court for the District of Delaware (the "BANKRUPTCY COURT") of the Seller's execution and delivery of this Deposit Escrow Agreement, has not been entered on the docket by the Bankruptcy Court within 45 days of the execution of the Stock Purchase Agreement (which request shall be delivered to the Seller at the same time it is delivered to Deposit Escrow Agent and Deposit Escrow Agent shall confirm delivery of such Investor without interest or offsetrequest to the Seller). (b) At each ClosingNotwithstanding the foregoing, if at any time Deposit Escrow Agent shall receive joint written instructions executed by the Company Seller and the Placement Purchaser, other than pursuant to Section IV(a)(i) above ("JOINT WRITTEN INSTRUCTIONS"), to release all or a portion of the Purchaser Deposit, then within five (5) business days after receipt of such Joint Written Instructions, Deposit Escrow Agent shall provide release the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds Purchaser Deposit in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement such Joint Written Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Deposit Escrow Agent shall promptly return deliver the Purchaser Deposit as set forth above unless it shall have received a notice of objection from either of the parties by the end of such 10 business day period. If Deposit Escrow FundsAgent shall have received a notice of objection, if anyit shall deliver the Purchaser Deposit (i) upon joint written instructions of the Purchaser and Seller, or (ii) to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow AgentBankruptcy Court. (d) The Notwithstanding anything contained herein to the contrary, in the event release instructions are given, whether in writing, by telecopier or otherwise, Deposit Escrow Agent shall is authorized (but not be required required) to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason seek confirmation of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed instructions by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered totelephone call-back, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Deposit Escrow Agent may disburse rely upon the confirmations of anyone purporting to be the person or persons designated in the instructions. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Deposit Escrow Amount by wire transferAgent. The parties to this Deposit Escrow Agreement acknowledge that such security procedure is commercially reasonable.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”)terminated, the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset.; (b) In the event that the Company advises the Escrow Agent in writing that it has rejected a proposed Investor’s Securities Purchase Agreement, the Escrow Agent shall promptly return such proposed Investor’s Purchase Price to such proposed Investor without interest or offset. (c) [Reserved] (d) At each Closingthe closing of the Offering, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”). (ce) [Reserved] (f) If by 5:00 P.M. Eastern time on the Final Termination DateApril 16, 2021, the Escrow Agent has not received in accordance with paragraph 2(d) above, written Disbursement Instructions from the Company and the Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (dg) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (eh) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (fi) In the event that the Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (gj) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow AmountFunds, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (hk) Each Party understands and agrees that the Escrow Agent shall have no obligation or duty to act upon a written direction any Disbursement Instructions delivered to the Escrow Agent for the disbursement of all or part of the Escrow Amount Funds under this Agreement (a “Written Direction”) if such Written Direction is Disbursement Instructions are not: (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, the Escrow Agent in accordance with Section 1.4 3.3 below. (il) Upon request by any Party, the Escrow Agent will set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (jm) A Party may specify in a Written Direction written notice for the disbursement of funds whether such Escrow Amount Funds shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount Funds by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises and Underwriter advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such said Investor without interest or offset. (b) At each ClosingIf prior to 3:00 P.M. Eastern time on the Termination Date, the Escrow Agent receives written notice, in the form of Exhibit A, attached hereto and made a part hereof, and signed by the Company and Underwriter, stating that the Placement Agent Termination Date has been extended to the Final Termination Date (the “Extension Notice”), then the Termination Date shall provide be so extended. (c) Provided that the Escrow Agent does not receive the Termination Notice in accordance with Section 2(a) and there is the Minimum Amount deposited into the Escrow Account on or prior to later of the Termination Date or the date stated in the Extension Notice, if any, received by the Escrow Agent in accordance with Section 2(b) above, the Escrow Agent shall, upon receipt of written instructions regarding instructions, in the disbursement form of Exhibit B, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and Underwriter, pay the Escrow Funds in accordance with Exhibit A attached hereto and such written instructions, such payment or payments to be made a part hereof and signed by wire transfer within one (1) business day of receipt of such written instructions. Such instructions must be received by the Company and Escrow Agent no later than 3:00 PM Eastern Time on a Banking Day for the Placement Escrow Agent (the “Disbursement Instructions”)to process such instructions that Banking Day. (cd) If by 5:00 3:00 P.M. Eastern time on the Final later of the Termination DateDate or the date stated in the Extension Notice, if any, that the Escrow Agent has received in accordance with Section 2(b) above, the Escrow Agent has not received written Disbursement Instructions instructions from the Company and Placement Agent Underwriter regarding the disbursement of the Escrow Funds in or the total amount of the Escrow Account, if anyFunds is less than the Minimum Amount, then the Escrow Agent shall promptly return such the Escrow Funds, if any, Funds to the Investors without interest or offset. The Escrow Funds returned to the Investors each Investor shall be free and clear of any and all claims of the Escrow Agent. (de) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (ef) The Placement Agent If the Termination Date, Final Termination Date or the Company will provide any date that is a deadline under this Agreement for giving the Escrow Agent with the payment notice or instructions or for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or processtake action is not a Banking Day, then it such date shall be the Banking Day immediately preceding that date. A “Banking Day” is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able legally obligated to be authenticated by, Escrow Agent in accordance with Section 1.4 belowopened. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds shall be paid by 5.1 If the Stockholder Representative gives notice to Xxxxxx and Escrow Agent in accordance with the following: that Stockholder Representative disputes any Claim (aa "Counter Notice") In the event that the Company advises the within thirty (30) days following receipt by Stockholder Representative and Escrow Agent in writing that of the Offering has been terminated Notice regarding such Claim (the “Termination Notice”"Counter Notice Period"), the then Escrow Agent shall promptly return pay the funds paid by each Investor amount of the disputed Claim from (and only to such Investor without interest or offset. (bthe extent of) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement then existing amount of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by Fund only upon the Company and the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Datereceipt of, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices(a) the joint written instructions of Xxxxxx and the Stockholder Representative, or (b) the final, nonappealable order of a court of competent jurisdiction that is accompanied by a legal opinion by counsel for Xxxxxx to the effect that the order is final and nonappealable. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have act on such court order and legal opinion without further question. 5.2 If no obligation or duty to act upon a written direction delivered to Counter Notice is received by Escrow Agent within the Counter Notice Period, then the dollar amount of a Claim, as set forth in a Notice, shall be deemed established for purposes of this Agreement and the disbursement Merger Agreement and, at the end of all or part the Counter Notice Period, Escrow Agent shall pay to Xxxxxx the dollar amount of such Claim from (and only to the extent of) the then existing amount of the Escrow Amount Fund. 5.3 Escrow Agent shall pay and distribute fifty percent (50%) of the then existing principal amount of the Escrow Fund less the amount of any Claims that are then pending (the "Unrestricted Escrow Fund") to the Stockholder Representative on the First Release Date. Escrow Agent shall pay and distribute the remainder of the Unrestricted Escrow Fund to the Stockholder Representative on the Second Release Date. 5.4 Escrow Agent shall pay and distribute all earnings and income from the Escrow Fund to the Stockholder Representative on the last day of each calendar quarter, commencing on December 31, 2004. 5.5 Any amounts payable to Stockholders under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each caseincluding amounts payable under this Section 5, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to shall be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access paid to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s)Stockholder Representative. (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

Release of Escrow Funds. The Escrow Funds Fund and shall be paid held by the Escrow Agent and deposited into a Special Escrow Fund to be released by the Escrow Agent to the Contractor in incremental payments (“Incremental Payments”) in the following manner: The Contractor shall invoice Operator, as provided by Paragraph 5 of the Contract, notwithstanding any contrary provision of said Paragraph 5. Contractor shall be permitted to request and receive incremental payments from the Escrow Fund as hereinafter provided. (together “Incremental Payments” and, each, an “Incremental Payment”) calculated in accordance with the following: (a) In work properly completed as determined under the event that Contract. The Operator shall have the Company advises right to approve the invoice for each Incremental Payment and, if so approved, shall forward the invoice to the Escrow Agent in writing for payment (“Approved Payment”). If the invoice(s) are not approved and released for payment to Escrow Agent within 30 days of receipt thereof by Operator, then the Contractor shall furnish the following to each of Escrow Agent and the Operator: 1) A copy of the relevant invoice(s) certified to be true, correct, and complete (“Certified Invoice(s)”); and, 2) The Contractor’s affidavit (executed by a duly authorized officer of Contractor) certifying that the Offering has Mobilization and Daywork provisions of the contract have been terminated fulfilled, that the amount invoiced is due, and that there is no dispute as to payment (the “Termination NoticeContractor’s Certification” and, together with the Certified Invoice(s), the (“Contractor’s Documents”). Upon receipt of the applicable a) Approved Payment from the Operator or b) the Contractor’s Documents, whichever is first received, the Escrow Agent shall promptly return release and pay to the funds paid by each Investor to such Investor without interest or offsetContractor the amount of the subject invoice(s) in the following manner: A) Incremental Payment and a description of the job progress point at which incremental payment was earned, and the due date thereof. (bB) At each Closing, the Company The Balance of Payments due/ and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement total due upon completion of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by obligations. In the Company and the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement event either of the Escrow Funds in the Escrow Account, if any, then Operator or the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and not have duly received all claims of the Escrow Agent. (dContractor’s Documents, the i) The Escrow Agent Operator shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay give Notice of “a)” above to the Escrow Agent upon written request and the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to Operator and “i)” the balance of the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If Fund shall be released by the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access paid to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s)Operator. (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.