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 Provided that the Escrow Funds total at least $75,000 at or before 4:00 p.m., _____________________ time, on _________, 2001, (or ___________, 2001 if extended by the Company advises by written notice to the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”given on or before _________, 2001), or on any date prior thereto, the Escrow Funds (or any portion thereof) shall be paid to the Company or as otherwise instructed by the Company, within one (1) business day after the Escrow Agent receives a written release notice in substantially the form of Exhibit A attached hereto (a "Release Notice") signed by an authorized person of the Company and thereafter, the Escrow Account will remain open for the purpose of depositing therein the subscription price for additional securities sold by the Company in the Offering, which additional Escrow Funds shall promptly return be paid to the funds paid Company or as otherwise instructed by each Investor to such Investor without interest or offset.the Company upon receipt by the Escrow Agent of a Release Notice as described above; and (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, if the Escrow Agent has not received written Disbursement Instructions a Release Notice from the Company at or before 4:00 p.m. ________________ time, on __________, 2001, (or ____________, 2001 if extended by the Company by written notice to the Escrow Agent given on or before _________________ , 2001), and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if anydo not total at least $75,000 at such time and date, then the Escrow Agent Funds shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds be 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) Subscribers. In the event that Escrow Agent makes at 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 time the Escrow Agent upon shall receive from the Company written request instructions signed by an individual who is identified on Exhibit B attached hereon as a person authorized to act on behalf of the amount so paid to it. (g) The Escrow Agent shallCompany, 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 requesting the Escrow Agent complies with any such judgment, order to refund to a Subscriber the amount of a collected check or process, then it shall not be liable to any of the Parties or any other person funds received 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 PartyAgent, the Escrow Agent set up each Party with on-line access shall make such refund to the account(sSubscriber within one (1) established pursuant to this Agreement, which each Party can use to view and verify transaction on business day after receiving such account(s)instructions. (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 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 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 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 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 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 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 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. 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 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 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 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 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. (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 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 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 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 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 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 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 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 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 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) 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 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. (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 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 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 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 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 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 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 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 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 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 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 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.

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 Escrow Funds paid by each Investor Subscriber, and not previously closed upon, to such Investor said Subscriber without interest or deduction, penalty or offset. (b) At each ClosingIf prior to 3:00 P.M. (New York City time) on or prior to the Initial Termination Date, the Company and the Placement Agent shall provide the Escrow Agent with receives written instructions regarding notification, in the disbursement form of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and (the "Extension Notice"), signed by the Company and the Placement Agent (Agents stating that the “Disbursement Instructions”)Initial Termination Date has been extended to a date on or before the Final Termination Date, the date shall be so extended. (c) Provided that the Escrow Agent has not received a Termination Notice pursuant to Section 2(a) hereof and there is at least the Minimum Amount deposited into the Escrow Account 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 written instructions, in form and substance satisfactory to the Escrow Agent, received from the Company and the Placement Agents, 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 after 3:00 PM (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 ten (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 (local 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 and the Placement Agent Agents 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 Minimum 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 and the Placement Agents thereof. 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 Agent or the Company will provide If 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 the amount so paid to it. (g) The Escrow Agent shalltake action is not a Banking Day, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect then such date shall be changed to the Escrow AmountBanking Day that is immediately after such date. A "Banking Day" is any day other than a Saturday, including without limitation any attachment, levy Sunday 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 processBank Holiday. (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 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 (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 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 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 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 50% of the Underwriters' Fee plus any interest accrued and actually earned thereon shall be released by the Subscription Receipt Agent to or at the direction of the Lead Underwriters; 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 Closingin the event that a Termination Notice is delivered to the Subscription Receipt Agent or in the event that the Release Notice has not been received by the Subscription Receipt Agent prior to the Termination Time, then: (i) the Corporation shall, as soon as practicable and prior to the Business Day prior to the Termination Payment Time, pay to the Subscription Receipt Agent an amount equal to the sum of: (A) $3,197,812.50, being 50% of the Underwriters' Fee, (B) $262,975.12, being the Underwriters' Expenses, and (C) the Deemed Interest in the amount as confirmed in the Termination Notice; and (ii) subject to receipt of the funds in (i) above so that the Subscription Receipt Agent shall have an amount equal to the Proceeds and the Deemed Interest, the Company and the Placement Subscription Receipt Agent shall provide pay the Escrow Agent amount of $5.00 per Subscription Receipt, together with written instructions regarding any pro-rata interest accrued and actually earned on the disbursement Escrowed Proceeds and a pro-rata portion of the Escrow Funds Deemed Interest, less any withholding tax required to be withheld in respect thereof (based on an opinion from the Corporation's counsel confirming the same), to all holders of the Subscription Receipts in accordance with Exhibit A attached hereto the Termination Notice, and made shall forthwith mail or deliver, or cause to be mailed or delivered, to each Subscription Receiptholder a part hereof and signed by cheque in the Company and amount payable at the Placement Agent (address on the “Disbursement Instructions”)register of holders of Subscription Receipts provided herein. (c) If by 5:00 P.M. Eastern time on the Final Termination Date, The amount payable to each Subscription Receiptholder under Section 7.03(b)(ii) shall be satisfied from the Escrow Agent has Funds, and the amount paid pursuant to Section 7.03(b)(i). Any amount not received written Disbursement Instructions satisfied from the Company and Placement Agent regarding the disbursement of the Escrow Funds in and the Escrow Account, if any, then amount paid pursuant to Section 7.03(b)(i) shall be satisfied by the Escrow Corporation which shall deposit an amount equal to such shortfall with the Subscription Receipt Agent prior to the Termination Payment Time. The Subscription Receipt Agent shall promptly return such only be obliged to make payments under Section 7.03(b)(ii) to the extent that the Escrow Funds, if any, the amount paid pursuant to Section 7.03(b)(i) and 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 monies which have been deposited 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 it pursuant to this Escrow Agreement and for any reason such payment (or any portion thereofSection 7.03(c) 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 itare sufficient. (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 (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 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 receives written notice, in the form of Exhibit A, attached hereto and made a part hereof, and signed by the Company, stating that the Termination Date has been extended to the Final Termination Date (“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 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, 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 the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”)applicable claim or claims to which such reserve relates. Upon resolution of such claim or claims, the Escrow Agent Purchaser and Sellers 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 execute 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 joint instruction to the Escrow Agent upon written request directing the amount so paid to it. (g) The Escrow Agent shallto deliver to (i) Purchaser, any amount which Purchaser is entitled to receive as a result of the resolution of such claim or claims and (ii) Sellers, any remaining balance of the General Escrow Amount. (b) In the event, prior to Closing, Sellers have not delivered to Purchaser a Regulatory Letter or the 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 -54- 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 sole discretioncounsel, comply 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 judgments written notice within such period indicating that such Regulatory Letter or orders issued Landlord Acknowledgement or process entered by any court with respect 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 ($[…***…]) and the remaining Special Escrow Funds, or (ii) both a Regulatory Letter and a Landlord Acknowledgement, in each case in a form reasonably satisfactory to Purchaser and its counsel, Sellers shall be entitled to a distribution from the Special Escrow Funds of an amount equal to the lesser of […***…] Dollars ($[…***…]) 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 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 Agent directing the Escrow Agent complies with 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 such judgmentinformation regarding the environmental condition of the Leased Premises, order including any application or processrequest for a Regulatory Letter, then it Sellers shall provide to Purchaser, for Purchaser’s approval, which approval shall not be liable to any of the Parties unreasonably withheld, delayed or any other person by reason conditioned, a copy of such complianceinformation, regardless 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 final disposition applicable Colorado Governmental Authority, and if a written objection is delivered to Sellers within such period, Sellers and Purchaser agree to negotiate in 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 such Colorado Governmental Authority arising out of any such judgmentsubmission, order application or processrequest. (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 Subject to the further terms and conditions of the Escrow Funds Agreement and this Article XI, Buyer and the Stockholder Representative shall be paid by execute joint written instructions to the Escrow Agent in accordance with the following: (a) In the event that the Company advises instructing 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 disburse the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by this Section 11.11: (a) On the Company and date that is fifteen (15) months after the Placement Agent Closing (the “Disbursement InstructionsEscrow Release Date”), the amount remaining in the Escrow Funds minus the aggregate amount determined by Buyer in good faith to be held in reserve to satisfy any pending claims (the “Pending Claim Reserve”) shall be released by the Escrow Agent to the Exchange Agent for distribution to the Pre-Closing Holders (provided, that amounts payable in respect of Company Options shall be paid by to the Surviving Corporation for payment through its payroll system) in accordance with such Pre-Closing Holders’ Pro-Rata Percentage of such amount. (cb) If by 5:00 P.M. Eastern time on Following the Final Termination Escrow Release Date, any Pending Claim Reserve shall remain in escrow until the Escrow Agent has not received written Disbursement Instructions from resolution of all applicable claims to which such reserve relates. To the Company and Placement Agent regarding extent that such pending claim or claims are resolved in favor of Buyer, the disbursement amount determined to be owing to Buyer shall be paid to Buyer, with the amount of any such reserve remaining in the Escrow Funds in the Escrow Accountafter such payment to Buyer, if any, then being released by the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned Exchange Agent for distribution to the Investors Pre-Closing Holders (provided, that amounts payable in respect of Company Options shall be free and clear of any and all claims of paid by to the Escrow Agent. (dSurviving Corporation for payment through its payroll system) 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 Pre-Closing Holders’ Pro-Rata Percentage of such compliance, regardless of the final disposition of any such judgment, order or processamount. (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 release the Escrow Agent Funds only in accordance with the following:provisions of this Section 4. (a) 4.1. In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”)Acquiror desires to seek an indemnification claim hereunder, 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 Acquiror shall provide the Escrow Agent with a written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and notice signed by the Company Acquiror (a “Notice of Claim”) (i) informing the Escrow Agent that an indemnification event has occurred pursuant to the Purchase Agreement, (ii) stating that the Acquiror has paid, sustained, incurred, accrued or become subject to Losses, or may pay, sustain, incur, accrue or become subject to Losses, and (iii) specifying in reasonable detail (to the extent then known) the individual items of Losses included in the amount so stated or the basis for such Losses, and the Placement Agent nature of the misrepresentation or breach of warranty to which such item is related (if any) (the amount so claimed being hereinafter referred to as the “Disbursement InstructionsClaim Amount”). Such Notice of Claim shall be sent by the Acquiror to the Escrow Agent and to the Stockholders’ Representative simultaneously. 4.2. If the Escrow Agent receives a Notice of Claim and within thirty (c30) If days after the receipt by 5:00 P.M. Eastern time on the Final Termination DateEscrow Agent of such Notice of Claim does not receive written notice from the Stockholders’ Representative objecting to such Notice of Claim and disputing the claim in full or any Claim Amount set forth in such Notice of Claim (a “Dispute Notice”), which Dispute Notice sets forth in reasonable detail the basis for such dispute and the amount of the Claim Amount which the Stockholders’ Representative objects to being claimed by the Acquiror in respect of the Notice of Claim, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement will release to Acquiror, on behalf of the Sellers, Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, equal to the Investors without interest or offsetClaim Amount specified in such Notice of Claim within three (3) Business Days after the expiration of such 30-day period. The Escrow Funds returned Stockholders’ Representative shall send a copy of any Dispute Notice to the Investors shall be free and clear of any and all claims of Acquiror at the same time such Dispute Notice is sent to 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 practices4.3. If the Escrow Agent complies with any receives a Dispute Notice that relates to a Notice of Claim within thirty (30) days after the receipt by the Stockholders’ Representative of such judgmentNotice of Claim, order or processthe Escrow Agent (a) will, then it shall not be liable in respect of such Notice of Claim, release to any the Acquiror Escrow Funds equal to the portion, if any, of the Parties or any other person by reason Claim Amount specified in such Notice of Claim which is not objected to in such Dispute Notice, within three (3) Business Days after the receipt of such complianceDispute Notice, regardless and (b) will release Escrow Funds in respect of such portion of the final disposition Claim Amount which is objected to in such Dispute Notice only upon its receipt 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 either (i) in writing, a joint notice of release or memorandum signed by the Stockholders’ Representative and the Acquiror directing the Escrow Agent to deliver Escrow Funds equal to all or any portion of such disputed Claim Amount, which joint notice the parties agree to deliver to the Escrow Agent promptly following resolution of such Notice of Claim, or (ii) signed a final, non-appealable order by representatives a court of both Parties listed in Schedule II to this Agreementcompetent jurisdiction or an arbitral award (each, in each case, each such individual an a “Authorized Representative” of such PartyFinal Order”), and (iii) delivered to, and able to be authenticated by, directing the Escrow Agent to disburse Escrow Funds equal to the amount set forth in such Final Order. 4.4. In case the Stockholders’ Representative shall provide a Dispute Notice with respect to any Notice of Claim in accordance with Section 1.4 below. (i) Upon request by any Party4.3 above, the Escrow Agent set up Stockholders’ Representative and Acquiror shall attempt in good faith to agree upon the rights of the respective parties with respect to 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 of 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 checkclaims. If the written notice for Stockholders’ Representative and the disbursement of funds does not Acquiror should so specify agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the disbursement means, Escrow Agent. The Escrow Agent may disburse shall be entitled to rely on any such memorandum and make distributions from the Escrow Amount by wire transferFund in accordance with the terms thereof. If, within thirty (30) days after receipt of a Dispute Notice, the Stockholders’ Representative and the Acquiror are unable to agree on a resolution of the matter, the parties shall be free to litigate the matter, in accordance with the provisions of Section 13.

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 Purchaser 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 Xxxxxxx Point Agreement as of the Release Date in accordance with the following:Payout Schedule minus the amounts of any unresolved Claims of the Indemnified Purchaser Entities or the “Indemnified Parent Entities” as defined in the Xxxxxxx Point 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 Purchaser 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 Purchaser 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 Purchaser 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 Purchaser 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 Purchaser 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 Purchaser 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 Purchaser 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 (“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. (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 the Selling 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 Termination Date, the Escrow Agent receives written notification, in the form of Exhibit A, attached hereto and made a part hereof (the “Extension Notice”), and signed by the Company and the Placement Selling Agent stating that the Termination Date has been extended to the Final Termination Date, the date shall provide be so extended. (c) Provided that the Escrow Agent with does not receive the Termination Notice on or prior to the Termination Date or Final Termination Date, as applicable, the Escrow Agent shall, upon receipt of written instructions regarding in form and substance satisfactory to the disbursement Escrow Agent, received from the Company and the Selling 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), pay all or any portion of the Escrow Funds in accordance with Exhibit A attached hereto such written instructions, which instructions shall be limited to the payment of the Selling Agent’s fees and made a part hereof and signed by the Company other offering expenses and the Placement Agent 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 “Disbursement InstructionsFirst Closing”). ; provided, however, if such instructions are received later than 3:00 P.M., (cNew York City time) If on any day, such payments shall be made by 5:00 P.M. Eastern time 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 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 Placement the Selling 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 Selling 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 Selling 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 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 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. 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 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 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) Provided that none of the occurrences set forth in Sections 2.02(b), (c) or (d) has occurred, then the Escrow Agent shall, upon receipt of written instructions signed by the Company (the “Disbursement Instructions”), pay the Escrow Funds to, or on behalf of, the Company in accordance with the Disbursement Instructions. The Company shall not issue such Disbursement Instructions unless (i) the proceeds of the Minimum Offering have been deposited into the Escrow Account on or prior to April 1, 2020, and (ii) the Company has certified to the Escrow Agent that the Funding Milestones have been satisfied on or prior to December 31, 2020. The Escrow Agent has no obligation whatsoever to verify that the foregoing have occurred, and shall be entitled to rely, without further investigation or inquiry, upon the Disbursement Instructions. The Escrow Agent may rely upon any Disbursement Instructions which are acceptable to the Escrow Agent in form and content, in its sole and absolute discretion. In the event that the Company advises Escrow Agent considers any Disbursement Instructions or other notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication hereunder to be ambiguous or unclear, the Escrow Agent may delay acting until it receives such further instructions as the Escrow Agent may consider satisfactory to resolve the ambiguity or uncertainty. (b) The Company may give the Escrow Agent notice in writing at any time that the Offering has been terminated or that the Company no longer intends to seek to acquire the assets of an ethanol plant (the a “Termination Notice”). Following actual receipt of a Termination Notice, the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without with an allocable portion of interest on the amount of such Investor’s funds, with any remaining balance or offset. (b) At each Closinginterest thereon paid to the Company, 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”)less any unpaid fees or expenses due hereunder. (c) If by 5:00 P.M. Eastern time p.m. Central Time on the Final Termination DateApril 1, 2020, 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 the Escrow Account, if anyis less than $15,000,000, then the Escrow Agent shall promptly return the funds paid by each Investor to such Escrow FundsInvestor with an allocable portion of interest on the amount of such Investor’s funds, if any, with any remaining balance or interest thereon paid to the Investors without Company, less any unpaid fees or expenses due hereunder. (d) If by 5:00 p.m. Central Time on December 31, 2020, the Company has not provided Disbursement Instructions to the Escrow Agent, then the Escrow Agent shall promptly return the funds paid by each Investor to such Investor with an allocable portion of interest on the amount of such Investor’s funds, with any remaining balance or offset. interest thereon paid to the Company, less any unpaid fees or expenses due hereunder. (e) The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. The Company and the Initial Member shall reimburse the Escrow Agent for its fees, costs and expenses of making any return of the Escrow Funds to the Investors. (df) The Escrow Agent shall not be required to pay any uncollected funds or any other funds that are not available for withdrawal. (eg) The Placement Agent or the Company will provide the Escrow Agent with the all necessary payment instructions and information needed for each Investor, Investor to whom the funds Escrow Funds should be returned in accordance with this sectionSection. (fh) 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 Escrow Agent shall be entitled to repayment from the recipient party of such payment, and the Company shall cause the recipient of such payment to repay such payment to the Escrow Agent upon written request the amount so paid to itrequest. (gi) The Escrow Agent shallmay, 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 ’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 Company or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (hj) Each Party The Company understands and agrees that the Escrow Agent shall have no obligation or duty to act upon a written direction 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 a representative of both Parties the Company listed in Schedule II to this Agreement, in each case, Agreement (each such individual individual, an “Authorized Representative” of such Party”), and and (iii) delivered to, and able to be authenticated by, actually received by the Escrow Agent in accordance with Section 1.4 4.03 below. (ik) Upon request by any Partythe Company, the Escrow Agent shall set up each Party the Company with on-line online access to the account(s) established pursuant to this Agreement, which each Party the Company can use to view and verify transaction on such account(s). (jl) A Party The Company may specify in a Written Direction the Disbursement Instructions whether such Escrow Amount Funds shall be disbursed by way of wire transfer transfer, check or checkcredit to another account of the Company at the Escrow Agent. If the written notice for the disbursement of funds does Disbursement Instructions do not so specify the disbursement means, the Escrow Agent may disburse the Escrow Amount by Funds in the manner it chooses. Wire disbursements shall be subject to such additional wire transfertransfer terms and conditions as the Escrow Agent may establish from time to time, including the Company’s compliance with the relevant requirements of any wire transfer security procedure.

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, substantially 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 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 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 (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 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 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. (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, 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 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 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. (New York City time) on the Termination Date, 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 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 in the Escrow Account on or prior to the later of the Termination Date or the date stated in an 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 A, 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 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. (cd) If by 5:00 P.M. Eastern time 3:00 p.m. (New York City time) on the Termination Date or the Final Termination Date, as applicable, 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 anyMinimum 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, 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 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 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 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 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 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) 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. (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 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 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 Provided that the Escrow Funds total at least $500,000 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 $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 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 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 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. (a) The Escrow Agent shall release the Escrow Funds shall be paid as follows: (i) Promptly upon receipt of joint written instructions, substantially in the form of EXHIBIT C hereto, signed by the Parent (or such other member of the Buyer Group) and the Shareholder Party Representatives ("JOINT INSTRUCTIONS"), in accordance with, from such Escrow Fund and to the persons set forth in such Joint Instructions. (ii) On the 15th day following the receipt of any Purchaser Claim Notice which is received by the Escrow Agent and which is not the subject of a Shareholder Party Objection Notice, the Escrow Agent shall release to the Parent (or such other member of the Buyer Group) such portion of the Escrow Holdback Fund as is claimed in such Purchaser Claim Notice. (iii) On the 15th day following the receipt of any Shareholder Party Representative Claim Notice which is received by the Escrow Agent and which is not the subject of a Parent Objection Notice, the Escrow Agent shall release to the Shareholders, in accordance with their respective Applicable Percentages in the following:manner provided in Section 10, the portion of the Estimated Adjustment Fund as is claimed in such Shareholder Party Representative Claim Notice; PROVIDED, HOWEVER, that no amount shall be so released to any Nonresponding Shareholder unless and until such Shareholder has surrendered all certificates for Shares registered in the name of such Shareholder as contemplated in Section 5. (aiv) On the date which is sixteen months following the date hereof, the Escrow Agent shall release to the Shareholders, in accordance with their respective Applicable Percentages in the manner provided in Section 10, the balance of the Escrow Holdback Fund, if any; PROVIDED, HOWEVER, that no amount shall be so released to any Nonresponding Shareholder unless and until such Shareholder has surrendered all certificates for Shares registered in the name of such Shareholder as contemplated in Section 5. (v) On the first anniversary of the date hereof, the Escrow Agent shall release to the Company, Parent or other member of the Buyer Group the balance of the Shareholder Payments Escrow Amounts, if any; PROVIDED, HOWEVER, that, subject to any applicable statute of limitations and/or escheat laws, no such release of funds shall relieve the Company of any obligations to deliver such amounts to the Shareholders entitled thereto pursuant to the terms of the Merger Agreement. (vi) Amounts shall be released from the Escrow Expense Fund from time to time prior to the date that is sixteen months following the date hereof, as requested by the Shareholder Party Representatives, in accordance with Section 7. On the date that is sixteen months following the date hereof, the Escrow Agent shall release to the Shareholders, in accordance with their respective Applicable Percentages in the manner provided in Section 10, the balance of the Escrow Expense Fund, if any; PROVIDED, HOWEVER, that no amount shall be so released to any Nonresponding Shareholder unless and until such Shareholder has surrendered all certificates for Shares registered in the name of such Shareholder as contemplated in Section 5. (vii) Amounts shall be released from the Escrow Tax Fund from time to time in accordance with Section 8. (b) In the event that the Company advises Escrow Agent receives a Shareholder Party Representative Objection Notice from the Shareholder Party Representatives, that portion of the Escrow Holdback Fund that is in dispute as reflected in such Shareholder Party Representative Objection Notice shall be held by the Escrow Agent until the occurrence of one of the following events: (i) Receipt by the Escrow Agent of Joint Instructions instructing the Escrow Agent to release the disputed portion of the Escrow Holdback Fund to such party or parties and in writing that such amount or amounts as is specified in such Joint Instructions; or (ii) Receipt by the Offering has been terminated Escrow Agent of a written notice (the “Termination Notice”a "CERTIFIED JUDGMENT NOTICE"), substantially in the form of EXHIBIT D hereto, from the Parent (or such other member of the Buyer Group) or the Shareholder Party Representatives certifying that a final, nonappealable court judgment or settlement with respect to the claim covered by the Purchaser 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 Holdback Fund in accordance with such judgment on the 30th 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 E 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 Agent, and the Escrow Agent shall also deliver a copy of each Certified Judgment Notice or Appeal Notice to the party which did not deliver the same promptly after the Escrow Agent's receipt thereof (provided that the failure of the Escrow Funds Agent to make such delivery shall not affect the obligation of the Escrow Agent to release funds pursuant to this Section 9(b)). If the judgment is appealed, no release of the disputed portion of the Escrow Holdback Fund, will be made until delivery of a subsequent Certified Judgment Notice to the Escrow Agent, which notice is not the subject of subsequent Appeal Notice delivered 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 9(b)(ii). (c) If by 5:00 P.M. Eastern time on In the Final Termination Date, event that the Escrow Agent has not received written Disbursement receives a Parent Objection Notice or a Shareholder Party Representative Objection Notice, that portion of the Estimated Adjustment Fund that is in dispute as reflected in such Parent Objection Notice or such Shareholder Party Representative Objection Notice shall be held by the Escrow Agent until the occurrence of one of the following events: (i) Receipt by the Escrow Agent of Joint Instructions instructing the Escrow Agent to release the disputed portion of the Estimated Adjustment 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 Certified Judgment Notice, substantially in the form of EXHIBIT D hereto, from the Company and Placement Agent regarding Parent or the disbursement of Shareholder Party Representatives certifying that a final, nonappealable court judgment or settlement with respect to the Escrow Funds claim covered by the Purchaser Claim Notice or the Shareholder Party Representative Claim Notice is attached to such Certified Judgment Notice, in the Escrow Account, if any, then which case the Escrow Agent shall promptly return distribute the disputed portion of the Estimated Adjustment Fund, in accordance with such judgment on the 30th day following the receipt of any Certified Judgment Notice, unless prior to such date the Escrow FundsAgent receives an Appeal Notice, if anysubstantially in the form of EXHIBIT E 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 Investors without interest other party hereto a copy thereof on or offset. The Escrow Funds returned prior to the Investors date of delivery thereof to the Escrow Agent, and the Escrow Agent shall be free and clear also deliver a copy of any and all claims each Certified Judgment Notice or Appeal Notice to the party which did not deliver the same promptly after the Escrow Agent's receipt thereof (provided that the 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 to release funds pursuant to this Section 9(c)). If the payment instructions for each Investorjudgment is appealed, no release of the disputed portion of the Estimated Adjustment Fund, will be made until delivery of a subsequent Certified Judgment Notice to whom the funds should be returned Escrow Agent, which notice is not the subject of subsequent Appeal Notice delivered 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(s9(c)(ii). (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 ClosingIf prior to 3:00 P.M. Eastern time on the Termination Date, the Company and the Placement Agent shall provide the Escrow Agent receives written notice, in the form of Exhibit A, attached hereto and made a part hereof, and signed by the Company, stating that the Termination Date has been extended to the Final Termination Date (“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 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, pay the Escrow Funds in accordance with Exhibit A attached hereto and such written instructions. 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 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 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. (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 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 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 and Solicitation 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 Solicitation 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. Escrow Deposit Agreement – Private Placement (c) Provided that the Escrow Agent does not receive the Termination Notice in accordance with Section 2(a) and an 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 Solicitation 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 Solicitation 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 Solicitation 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 Solicitation 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. (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 such date shall be the Business Day that immediately precedes that date. A “Business Day” is any day other than a Saturday, Sunday or a day that a New York 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 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 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 WTNA -- Subscription Escrow Agreement (with Placement Agent) (05/2021) 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 Investors without interest or offset. (b) [Intentionally left blank]. (c) 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 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 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 against the Escrow Agent. (dI) 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 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 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. Subject to Section 22, the Escrow Funds shall be distributed by Escrow Agent as follows: (a) If Parent and the Stockholders’ Representative 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 term of this Revenue Escrow Agreement prior to the distribution of the Escrow Funds pursuant to Section 3(d), Parent may give a Claim Notice in substantially the form of Exhibit 1 to the Stockholders’ Representative and the Escrow Agent 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) The Escrow Agent shall, subject to Section 3(e) and Section 22, distribute to the Company Stockholders $250,000 of the Escrow Deposit (to the extent, and only to the extent, that the Escrow Deposit, less any Disputed Amounts and any amounts with respect to which the Escrow Agent shall have received a Claim Notice pursuant to which the Parent may be entitled to receive a portion of the Escrow Funds, exceed $250,000) on Xxxxx 00, 0000. (x) Xxxxxxxx to Section 2.4 of the Merger Agreement, promptly following the date on which the calculation of Fiscal 2008 Revenues becomes final and binding on the parties, Parent and the Stockholders’ Representative shall deliver joint written instructions (including the amount of any Escrow Funds to be disbursed) (the “Revenue Notice”) to the Escrow Agent to disburse the Escrow Funds to the appropriate parties, and the Escrow Agent shall, within five (5) Business Days after the Escrow Agent’s receipt thereof, withdraw from the then-current balance of the Escrow Funds on such date, less all Disputed Amounts (if any), the amount set forth in such Revenue Notice (to the extent such funds are available in the Escrow Fund for distribution) and transfer such amount to the parties set forth therein. The Escrow Agent shall continue to hold such Disputed Amounts in accordance with the provisions of this Revenue Escrow Agreement. (e) Any funds payable to the Company Stockholders shall be paid by the Escrow Agent in accordance with by check mailed via first class mail for immediate payment to the following: (a) In order of the event that recipient. Any and all payments to the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent Stockholders 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 be in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, proportions and to the Investors without interest or offset. The Escrow Funds returned addresses set forth on Schedule 1 hereto, less such amounts as the Stockholders’ Representative, by written notice to the Investors shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent , shall not direct to be required paid to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or BKR International Mergers & Acquisitions Group, LLC, in payment of its fees payable to the Company will provide the Escrow Agent Stockholders in connection with the payment instructions for each InvestorMerger. Any and all payments to the Parent shall be paid directly to Parent at the account listed on Schedule 2 hereto, or to whom such other account as the funds should be returned in accordance with this sectionParent (or its successors) may designate. (f) In Any Claim Notice or Revenue Notice or other written instruction which directs the event that Escrow Agent makes any payment to any 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 party income earned on the Escrow Deposit, it being acknowledged and agreed that all payments made pursuant to this Client Escrow Agreement and for any reason such payment (or any portion thereof) is required to shall first be returned to deducted from 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 itDeposit. (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 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 receives written notice, in the form of Exhibit A, attached hereto and made a part hereof, and signed by the Company, 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 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, 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 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 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 the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”)any Parent’s Indemnified Person is determined to be entitled to indemnification pursuant to Article IX of this Agreement, the Escrow Agent Parent shall promptly return the funds paid by each Investor be entitled 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 payment 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 amount of the Escrow Agent. (d) The Escrow Agent shall not be required Losses with respect 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, which such Parent’s Indemnified Person is entitled to whom the funds should be returned in accordance with this section. (f) indemnification. In the event that any Parent’s Indemnified Person is determined to be entitled to recover from the Escrow Agent makes any payment to any other party Funds pursuant to this Escrow Agreement Article IX, Parent 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 Stockholder Representative shall repay promptly issue joint written instructions to the Escrow Agent upon written request authorizing distribution of 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 Losses to Parent or (as directed by Parent) 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 belowParent’s Indemnified Person. (i) Upon request by Promptly, but in any Partyevent within three (3) Business Days, following the date that is twelve (12) months after the Closing Date, Parent and the Stockholder Representative shall cooperate to prepare and deliver a joint instruction to the Escrow Agent set up each Party with on-line access to release an amount of Escrow Funds to the account(sExchange Agent (on behalf of the Stockholders for payment in accordance with Section 2.05) established and the Surviving Company (on behalf of the Optionholders for payment in accordance with Section 2.04(b)) with an aggregate value equal to the amount, if any, by which the value of the Escrow Funds as of such date exceeds the sum of (x) the amount required to be reserved in respect of the matters set forth on Schedule 9.01(g), in accordance with the procedures set forth in Section 9.06(f), and then the amounts required to be reserved pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). clause (jx) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed reduced by way the amount of wire transfer or checkthe damages received by the Parent’s Indemnified Parties pursuant to Section 9.06(f) prior to such date, plus (y) the Claimed Indemnity Amount (such notice, the “Initial Escrow Release Notice”). If To the written notice extent any claims for indemnification in respect of the disbursement Claimed Indemnity Amount are resolved prior to the date that is eighteen (18) months after the Closing Date, promptly following resolution of funds does not so specify such claims, the disbursement means, Stockholder Representative and Parent shall jointly instruct the Escrow Agent may disburse to release an amount of Escrow Funds to the Exchange Agent (on behalf of the Stockholders for payment in accordance with Section 2.05) and the Surviving Company (on behalf of the Optionholders for payment in accordance with Section 2.04(b)) with an aggregate value equal to the amount, if any, by which the value of the Escrow Amount Funds which is related to such resolved claims exceeds the amount required to be reserved pursuant to clause (x) of the immediately the first sentence of this Section 9.07(a), as applicable, pursuant to the second sentence of this Section 9.07(a) or pursuant to Section 9.07(a)(i). The term “Claimed Indemnity Amount” means the aggregate amount of Losses, as of any date, in respect of claims that have been timely asserted but not finally resolved by wire transfersuch date.

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 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 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. 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 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 within five (5) business days. (b) At each ClosingIntentionally Omitted (c) Provided that the Escrow Agent does not receive the Termination Notice in accordance with Section 2(a) and the Minimum Amount deposited into the Escrow Account on or prior to the Final 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. (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 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 within five (5) business days. 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. (e) The Placement Agent or the Company will provide . Should any party to this Agreement be a non-US 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 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 such date shall be the Business Day that immediately preceding that date. A “Business 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.