Common use of Escrow Clause in Contracts

Escrow. ▇▇▇▇▇ agrees to open an escrow (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees to open an escrow (“Escrow’a) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with Agent will hold the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. The In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposits will Deposit shall be applied non-refundable to Purchaser, but shall be credited against the Purchase Price at closingthe Closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in interest earned on the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit Money Deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title paid to the Property in sufficient time party entitled to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇▇ an executed Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ conveying fee title Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to Buyer in sufficient time do so by Purchaser or Seller and is indemnified to allow its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the timely close genuineness or validity of Escrowany document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow Agent shall be deposited fully protected in acting in accordance with other Escrow funds in a general escrow account(s) any written instructions given to it hereunder and may be transferred believed by it to any other such escrow trust account in any State or National Bank doing business in have been signed by the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentproper parties.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees (a) At or prior to open the Closing, the Purchaser, the Stockholder Representative, and a mutually agreeable escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Parties (the “Escrow Agreement”), pursuant to which the Purchaser shall deposit from the Stockholder Merger Consideration the following numbers of shares of Purchaser Common Stock (the sum of such amounts, the “Escrow Shares”) with the Escrow Agent: (i) a number of shares Purchaser Common Stock equal to ten percent (10%) of the Stockholder Merger Consideration (including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Indemnity Escrow Shares”); to be held and disbursed by the Escrow Agent in a segregated escrow account (the “Escrow’Indemnity Escrow Account”) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title the terms of hereof and the Escrow Agreement; and (ii) a number of shares Purchaser Common Stock equal to ninety percent (90%) of the Stockholder Merger Consideration (including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Distribution Escrow HolderShares”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ to be held and deposit disbursed by the Escrow Agent in a fully executed copy of this Agreement by no later than seven segregated escrow account (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Distribution Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023Account). The terms “closing” and/or “close Escrow Shares shall be allocated among the Company Stockholders pro rata based on their respective Pro Rata Shares. The Indemnity Escrow Shares shall serve as a security for, and a source of Escrow” as used herein shall mean payment of, the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance Indemnified Parties’ indemnity rights pursuant to this AgreementARTICLE VI. Concurrent The Distribution Escrow Shares shall be released from escrow over time, in accordance with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for schedule and restrictions as agreed upon by the subject Property to be delivered for review by both ▇▇▇▇▇ Purchaser and Seller. Buyer shall review the Stockholder representative and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statementEscrow Agreement. The deposit Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of shares of Stockholder Merger Consideration received by the Company Stockholders pursuant to ARTICLE I hereof. (b) The Indemnity Escrow Shares shall no longer be subject to any indemnification claim after the date which is 18 months after the Closing Date (the “Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with ARTICLE VI hereof prior to the wire transfer instructions Expiration Date that remain unresolved at the time of the Expiration Date (“Pending Claims”), all or a portion of the Indemnity Escrow Holder Shares reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser under ARTICLE VI and the Purchaser Common Stock Price) shall remain in the Indemnity Escrow Account until such time as such Pending Claim shall have been finally resolved pursuant to the provisions of ARTICLE VI. After the Expiration Date, any remaining Indemnity Escrow Shares remaining in the Indemnity Escrow Account that are not subject to Pending Claims, if any, shall be made in sufficient time to allow for disbursed by the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title Agent to the Property in sufficient time to allow for Company Stockholders that have previously delivered the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title Transmittal Documents to the Property to Buyer Escrow Agent in sufficient time to allow for accordance with Section 1.10 with each such Company Stockholder receiving its Pro Rate Share of such Indemnity Escrow Shares (and any dividends, distributions or other income thereon). Promptly after the timely close final resolution of Escrow. Seller all Pending Claims and Buyer agree to deposit with payment of all indemnification obligations in connection therewith, the Escrow Holder Agent shall disburse any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in remaining Indemnity Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business Shares remaining in the State Indemnity Escrow Account to the Exchange Agent for distribution to the Company Stockholders, with each Company Stockholder receiving its Pro Rata Share of California. All disbursements shall be made by wire transfer from such accountIndemnity Escrow Shares (and any dividends, unless Seller requests another form of paymentdistributions or other income thereon).” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees to open an Escrow Agent shall hold the Deposit in escrow (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions dispose of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made Deposit only in accordance with the wire transfer instructions of following provisions: a. Escrow Agent shall deliver the Escrow Holder and shall be made in sufficient time Deposit to allow for Seller or Buyer, as the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as case may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such accountbe, unless Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. ▇▇▇▇▇ agrees At or prior to open the Closing, the Purchaser, the Company, the INXB Representative and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Transaction Effective Time, in form and substance reasonably satisfactory to the Parties (the “Escrow Agreement”), pursuant to which the Purchaser shall deposit six hundred eight-eight thousand, six hundred and three (688,603) shares of the Purchaser Common Stock (including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”) with the Escrow Agent to be held and disbursed by the Escrow Agent in a segregated escrow account (“Escrow’Escrow Account”) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“the terms of Article VII hereof and the Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with The Escrow Shares shall be allocated among the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”Company Holders pro rata based on their respective Pro Rata Share. The ▇▇▇▇▇▇▇ Money Deposits will Escrow Shares to be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise deposited in the EscrowEscrow Account shall be issued in the name of the Company Holders who would otherwise have received those shares in the Transaction Merger. Those Company Holders shall also have the right to vote the Escrow Shares and to receive currently any ordinary income dividends with respect thereto. The Escrow Shares, along with any dividends, distributions or other income thereon (other than ordinary income dividends previously distributed), shall be paid by Buyer upon demand of applied to satisfy any indemnification claims against the Indemnifying Party pursuant to and in accordance with Article VII hereof. The Escrow Holder. This Agreement constitutes Shares shall no longer be subject to any indemnification claim after the joint escrow instructions first (1st) anniversary of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Closing Date (June 30the “Expiration Date”); provided, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant however, with respect to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be any indemnification claims made in accordance with Article VII hereof on or prior to the wire transfer instructions Expiration Date that remain unresolved at the time of the Expiration Date (“Pending Claims”), all or a portion of the Escrow Holder Shares (and any dividends, distributions or other income thereon (other than ordinary income dividends previously distributed)) necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the INXB Representative under Article VII and the Purchaser Share Price as of the first day after the Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved pursuant to the provisions of Article VII. After the Expiration Date, any remaining Escrowed Property remaining in the Escrow Account that is not subject to Pending Claims, if any, shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title disbursed to the Property in sufficient time to allow Exchange Agent for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title distribution to the Company Holders that have met the requirements for payment of the Merger Consideration in accordance with Section 2.9, with each such Company Holder receiving their Pro Rata Share of such Escrowed Property. Promptly after the final resolution of all Pending Claims, the Escrow Agent shall disburse any remaining Escrowed Property remaining in the Escrow Account to Buyer the Exchange Agent for distribution to the Company Holders that have met the requirements for payment of the Merger Consideration in sufficient time accordance with Section 2.9 (or, to allow the extent required by Section 2.9(h), to the Purchaser for distribution to such Company Holders), with each Company Holder receiving its Pro Rata Share of such Escrowed Property. The Escrow Agent will, promptly after its receipt of any ordinary income dividend declared and paid on the timely close Escrow Shares, disburse from the Escrow Account such ordinary income dividend to the Exchange Agent for distribution to the Company Holders, with each Company Holder receiving their Pro Rata Share of Escrowsuch ordinary income dividend. Seller While the Escrow Shares are in the Escrow Account, the Company Holders shall have the right to vote with respect to the Escrow Shares, with each Company Holder having the right to vote its Pro Rata Share of such Escrow Shares. The Escrow Shares will appear as issued and Buyer agree to deposit outstanding on the Purchaser’s balance sheet and will be legally outstanding under the DGCL, except with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred respect to any other such escrow trust account Escrow Shares that are disbursed from the Escrow Account to a Purchaser Indemnified Party in any State or National Bank doing business satisfaction of an indemnification claim on behalf of a Purchaser Indemnified Party in accordance with the State terms of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentthis Agreement and the Escrow Agreement.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees At the Closing, U.S. Buyer shall deposit or cause to open be deposited an amount equal to the Escrow Amount in an escrow account mutually established by the Parties at Deutsche Bank (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (the “Escrow HolderAgent”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit . Such escrow account will be established pursuant to an escrow agreement in a fully executed copy of this Agreement form reasonably agreed to by no later than seven the Parties (7the “Escrow Agreement”) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery costs thereof to be borne one-half by Seller and one-half by Buyers. All Parties hereto agree for all tax purposes that: (i) the right of this Agreement deposit Five Thousand Dollars Seller to the Escrow Fund shall be treated as deferred purchase price eligible for installment sale treatment under Section 453 of the Internal Revenue Code of 1986, as amended (the “Code”) and Zero cents any corresponding provision of foreign, state or local law, as appropriate; ($5,000.00ii) into Escrow. Buyer Buyers shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein treated as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against owner of the Purchase Price at closing. All usual and reasonable fees, chargesEscrow Fund solely for tax purposes, and costs (including transfer taxesall interest and earnings earned from the investment and reinvestment of the Escrow Amount, if any) which arise in the Escrowor any portion thereof, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions allocable to Buyers pursuant to Section 468B(g) of the Parties, Code and ▇▇▇▇▇▇ Holder Proposed Treasury Regulation Section 1.468B-8; (iii) if and to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions extent any amount of the Escrow Holder Fund is actually distributed to Seller, interest may be imputed on such amount, as required by Section 483 or 1274 of the Code; and (iv) in no event shall the total amount of the Escrow Fund (including any interest and earnings earned thereon) paid to Seller under this Agreement exceed an amount to be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title designated by Seller prior to the Property in sufficient time to allow for the timely close of EscrowClosing. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 Clause (Buyer’s Conditions to Closeiv) of the Agreement preceding sentence is intended to ensure that the right of Seller to the Escrow Fund and any interest and earnings earned thereon is not treated as a contingent payment without a stated maximum selling price under Section 453 of the Code and the Treasury Regulations promulgated thereunder. All parties hereto shall file all Tax Returns consistently with the foregoing. Buyers shall be amended entitled to receive quarterly distributions from the Escrow Fund in an amount equal to 40% of the interest and restated in its entirety as follows:earnings which are allocable to Buyers pursuant to clause (ii) above.

Escrow. ▇▇▇▇▇ agrees At the Effective Time, the Escrow Amount shall be delivered or caused to open an be delivered by Parent to The Bank of New York Mellon as escrow agent (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (the “Escrow HolderAgent”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇pursuant to the provisions of the escrow agreement in substantially the form attached as Exhibit D hereto, ▇▇▇ ▇▇▇▇▇subject to any amendments to such form requested by the Escrow Agent and mutually agreed to by Parent and the Stockholders’ Representative (the “Escrow Agreement”). The Escrow Agreement shall be entered into prior to the Effective Time, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ by and deposit a fully executed copy among Parent, the Stockholders’ Representative, on behalf of the Escrow Holders, and the Escrow Agent, and shall provide Parent with recourse against amounts held in escrow by the Escrow Agent with respect to Damages and the Indemnifying Holders’ indemnification obligations under Section 7.8 and Article IX, subject to the terms and conditions set forth in the Escrow Agreement and in such Section 7.8 and Article IX of this Agreement (the “Escrow Funds”). The Escrow Amount (or any portion thereof) shall be distributed to the Escrow Holders (or, in the case of Escrow Holders that were holders of Eligible Vested Company Options, to the Surviving Corporation for distribution to such Escrow Holders net of applicable withholding amounts) and Parent at the times, and upon the terms and conditions, set forth in the Escrow Agreement. The terms and provisions of the Escrow Agreement and the transactions contemplated thereby are specific terms of the Merger, and the approval and adoption of this Agreement and approval of the Merger by no later than seven (7) days after City Council approval the holders of Company Stock and, in the case of the Principal Stockholders, their execution and delivery of this Agreement. Buyer shall, concurrent with shall constitute approval by such holders, as to the delivery specific terms of the Merger, and the irrevocable agreement of such holders to be bound by and comply with, the Escrow Agreement and all of the arrangements and provisions of this Agreement relating thereto, including, without limitation, the deposit Five Thousand Dollars and Zero cents ($5,000.00) of the Escrow Amount into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as escrow, the obligations with respect to Damages, the indemnification obligations set forth in Section 4 (b) above. These deposits may be referred 7.8 and Article IX hereof and the appointment and sole authority to act on behalf of such holders of the Stockholders’ Representative, as provided for herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions release of the Escrow Holder Funds (or any portion thereof) will occur on the fifteen (15) month anniversary of the Closing, and shall will be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title subject to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute terms hereof and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:Escrow Agreement.

Escrow. ▇▇▇▇▇ agrees (a) At or prior to open the Closing, Innovate, the Shareholder Representative, and a mutually agreeable escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Parties (the “Escrow Agreement”), pursuant to which Innovate shall deposit Preferred Stock Consideration in an amount comprising ten percent (10%) of the Merger Consideration otherwise deliverable to the Company Shareholders (including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”); to be held and disbursed by the Escrow Agent in a segregated escrow account (the “Escrow’Escrow Account”) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“the terms hereof and of the Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shallThe Escrow Shares shall be allocated among the Company Shareholders pro rata based on their respective Pro Rata Shares. The Escrow Shares shall serve as a security for, concurrent with and a source of payment of, the delivery Innovate Indemnified Parties’ indemnity rights pursuant to Section 10. Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in shares of Merger Consideration received by the Company Shareholders pursuant to Section 4 1 hereof. (b) above. These deposits may The Escrow Shares shall no longer be referred subject to herein as any indemnification claim after the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs date which is six (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (496) months after the Effective Closing Date (June 30the “Expiration Date”); provided, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant however, with respect to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be any indemnification claims made in accordance with Section 10 hereof prior to the wire transfer instructions Expiration Date that remain unresolved at the time of the Expiration Date (“Pending Claims”), all or a portion of the Escrow Holder and Shares reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by Innovate under Section 10) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved pursuant to the provisions of Section 10. After the Expiration Date, any remaining Escrow Shares remaining in the Escrow Account that are not subject to Pending Claims, if any, shall be made in sufficient time to allow for disbursed by the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title Agent to the Property Company Shareholders, with each such Company Shareholder receiving its Pro Rata Share of such Escrow Shares (and any dividends, distributions or other income thereon). Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in sufficient time to allow for connection therewith, the timely close of Escrow. Seller Escrow Agent shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title disburse any remaining Escrow Shares remaining in the Escrow Account to the Property Exchange Agent for distribution to Buyer in sufficient time to allow for the timely close Company Shareholders, with each Company Shareholder receiving its Pro Rata Share of Escrow. Seller such Escrow Shares (and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with dividends, distributions or other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentincome thereon).” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees (a) In order to open an satisfy and to establish a procedure for the satisfaction of claims by Buyer or its related Indemnified Parties for indemnification, Buyer, the Representative, and JPMorgan Chase Bank, National Association, Toronto Branch as escrow agent (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (the “Escrow HolderAgent”) shall enter into an agreement, attached hereto as Exhibit G (the “Escrow Agreement”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇on the Closing Date, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to which Buyer shall withhold the Escrow Amount from the Purchase Price and deposit the Escrow Amount into a fully executed copy of this Agreement fund to be managed by no later than seven (7) days after City Council approval of this Agreement. Buyer shallthe Escrow Agent and to be used to satisfy the Company’s and the Stockholders indemnification obligations, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as if any, any set forth in Section 4 this Article VIII (the “Escrow Fund”). Each Stockholder’s Pro Rata Portion of the Escrow Amount shall be set forth on the Certified Capitalization Table, and the aggregate Purchase Price received by each such Stockholder shall be reduced by such amount. (b) above. These deposits may The Escrow Fund shall be retained as of the Closing Date and distributed within ten days after the Survival Date (or if such date is not a Business Day, the first Business Day immediately following such date), (such period referred to herein as the “▇▇▇▇▇▇▇ Money DepositsEscrow Period”), the Escrow Agent shall pay to each Stockholder its Pro Rata Portion of the Escrow Amount as set forth on the Certified Capitalization Table, minus (i) all amounts theretofore validly distributed out of the Escrow Fund to the Indemnified Parties pursuant to Section 8.5 hereof, minus (ii) the amount of any unsatisfied claims specified in any Officer’s Certificate theretofore delivered to the Representative prior to termination of the Escrow Period, which amount shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved (the “Escrow Disbursement”); provided, however, that to the extent it is subsequently determined in accordance with Article VIII that the Buyer is not entitled to retain any amounts subtracted pursuant to clause (ii) of this sentence or otherwise determined by a competent court or arbitrator that the Buyer is not entitled to retain any other amounts subtracted pursuant to this Section, the Escrow Agent shall promptly pay such amounts to the Stockholders in accordance with their Pro Rata Portions. The ▇▇▇▇▇▇▇ Money Deposits will As soon as any such claims have been resolved (such resolution to be applied against evidenced by the Purchase Price at closing. All usual written agreement of the Indemnified Parties and reasonable fees, chargesthe Indemnifying Parties or the written decision of the arbitrators as described below), and costs within five (including transfer taxes5) Business Days thereafter, if any) which arise in the EscrowEscrow Agent shall deliver to the Stockholders, according to their respective Pro Rata Portions, the remaining portion of the Escrow Fund not required to satisfy any remaining claims. Interests accrued on the principal shall be paid by Buyer upon demand of Escrow Holderand allocated entirely to Novacap. This Agreement constitutes In the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt event of a statement conflict between the provisions of estimated closing cost from Escrow Holder, deposit this Article VIII and the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions provisions of the Escrow Holder and shall be made in sufficient time to allow for Agreement, the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to Close) provisions of the Escrow Agreement shall be amended and restated in its entirety as follows:prevail.

Escrow. ▇▇▇▇▇ agrees to open an escrow (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy As security for the Seller’s faithful performance of the terms of this Agreement and to ensure that the Shares will be available for delivery upon exercise of the Repurchase Right as herein provided, upon issuance, the certificates for Shares shall be held in escrow by no later than seven Union Bank of California N.A. (7the “Escrow Agent”) days after City Council approval until the earlier of this Agreement. Buyer shall, concurrent with (a) the delivery date on which none of this Agreement deposit Five Thousand Dollars the Shares remain subject to the Repurchase Right and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred the date on which all of the Shares are repurchased by the Buyer pursuant to herein as Section 3.2 (the “▇▇▇▇▇▇▇ Money DepositsEscrow Period”). Notwithstanding the foregoing, however, if the Student Enrollment at all Qualified Educational Institutions is equal to or greater than two hundred thousand (200,000) on December 31, 2010 and there occurs either (a) an IPO (as such term is defined below) or (b) a Change of Control, then Seller shall be entitled, by notice given to the Escrow Agent and Buyer, to cause the Escrow Agent to release to Seller a number of shares equal to the Student Enrollment at all Qualified Educational Institutions immediately prior to the date of such IPO or the consummation of such Change in Control (the “Post IPO Release Right”). Further, the Seller agrees to deliver and deposit with the Escrow Agent a Stock Assignment duly endorsed (with date and number of shares blank) in the form attached hereto as Exhibit C, together with the certificate or certificates evidencing the Shares. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions foregoing documents are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be held by the Escrow Agent and delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from the Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made Agent in accordance with the wire transfer instructions Escrow Agreement in the form attached hereto as Exhibit D. Any cash, other property or securities distributed in respect of the Shares held in escrow and any substituted securities described in Section 3.5 below shall immediately be delivered to the Escrow Holder Agent to be held in escrow in the same manner as such Shares. In the event Buyer shall repurchase or acquire any Shares subject to the Repurchase Right, (x) the Escrow Agent shall release from escrow and cancel a certificate for the number of Shares (or substituted securities described in Section 3.5) so repurchased or acquired and (y) the Escrow Agent shall be release from escrow and (i) return to Buyer any cash distributions made in sufficient time respect of such Shares and (ii) cancel any certificates representing distributions of securities made in respect of such Shares. Upon the release to allow for the timely close Seller of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement Shares held by the Escrow Agent, the Escrow Agent shall be amended and restated also release from escrow to Seller all substituted or additional securities and/or other property in its entirety as follows:respect of such Shares described in Section 3.5 below.

Escrow. ▇▇▇▇▇ agrees to open an escrow (“Escrow’) Upon the issuance of the Non-Escrow Shares in accordance with this Agreement at ▇▇▇▇▇▇▇ Title Section 1.4, the Purchaser shall withhold the Initial Escrow Shares and deliver such shares of Purchaser Common Stock to Wilmington Trust N.A., as escrow agent (the “Escrow HolderAgent”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇to be held by the Escrow Agent as collateral to secure the rights of the Purchaser pursuant to Section 1.3(a) and of the Indemnified Parties under Article X. The Escrow Shares shall be held pursuant to the provisions of an escrow agreement substantially in the form of Exhibit C hereto (the “Escrow Agreement”). The Escrow Shares will be held by the Escrow Agent until the date that is 12 months after the Closing Date (the “Escrow Period”); provided, ▇▇▇ ▇▇▇▇▇however, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ that in the event the Purchaser has made a claim under Article X prior to the end of the Escrow Period, then, in accordance with and deposit a subject to the terms and conditions of the Escrow Agreement, the Escrow Period shall continue (and the Escrow Agent will continue to hold such number of Escrow Shares in escrow as is equal to the quotient obtained by dividing: (a) any claimed amounts by (b) the Per Share Price, rounded up to the nearest whole share) until such claim is fully executed copy and finally resolved. By virtue of the execution of this Agreement by no later than seven (7) days after City Council approval a Stockholder, without any further act of this Agreement. Buyer shallany Stockholder, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, such Stockholder shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes deemed to have consented to and approved (i) the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions use of the Escrow Holder and shall be made in sufficient time Shares as collateral to allow for secure the timely close rights of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title the Purchaser pursuant to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(sSection 1.3(a) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such accountmanner set forth herein and in the Escrow Agreement, unless Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to Closeii) the use of the Escrow Shares as collateral to secure the rights of the Indemnified Parties under Article X in the manner set forth herein and in the Escrow Agreement, and (iii) the appointment of the Stockholders’ Representative as the representative under the Escrow Agreement shall be amended of the Stockholders under this Agreement and restated in its entirety as follows:the attorney-in-fact and agent for and on behalf of such Stockholder.

Escrow. ▇▇▇▇▇ agrees to open an escrow (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy By virtue of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with and as security for the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth indemnity obligations provided for in Section 4 (b6.2(a) above. These deposits may be referred to herein as hereof, at the “▇▇▇▇▇▇▇ Money Deposits”Closing, Buyer will keep and retain the Escrow Shares without any act of the Seller. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, Escrow Shares shall be paid available to compensate the Buyer Indemnitees for any claims by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, such parties for any Losses suffered or incurred by them and ▇▇▇▇▇▇ Holder for which they are entitled to whom these instructions are delivered is empowered to act recover under this AgreementArticle VI. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after Shares shall be the Effective Date (June 30, 2023). The terms “closing” and/or “close sole source of Escrow” as used herein shall mean indemnification from the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance Seller pursuant to this Agreement. Concurrent with For purposes of calculating the opening number of EscrowEscrow Shares necessary to satisfy a claim for indemnification, each Escrow Holder Share shall order be deemed to have a Preliminary Title Report value equal to the average closing price per share of Buyer Common Stock on the Nasdaq Capital Market for the subject Property thirty (30) trading days immediately preceding the date of payment for such indemnification claim. Notwithstanding the foregoing, any claims for indemnification from and against any and all Losses incurred by the Buyer Indemnitees, as a result of the inaccuracy or breach of the representations and warranties contained in Section 2.2 herein (a “Authorization Claim”) shall be satisfied, at the option of the Buyer (in its sole discretion) in either cash or Escrow Shares in an amount up to be delivered the Purchase Price. To the extent that Buyer chooses to satisfy such Authorization Claim in Escrow Shares, the amount in cash of the value of those Escrow Shares used to satisfy the Authorization Claim shall remain available to satisfy any additional claims pursuant to Section 6.2 hereof. Notwithstanding the foregoing, to the extent that Buyer is entitled to satisfaction for review by both ▇▇▇▇▇ and Seller. any claim under Section 6.2 other than an Authorization Claim, Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of utilize the Escrow Holder and shall be made Shares before requiring satisfaction of such claims in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentcash.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees to open an escrow (“Escrow’) in accordance Concurrently with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ the execution and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval delivery of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer Company shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into or cause its transfer agent to deliver to UBS Financial Services, Inc. as Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as Agent, the “▇▇▇▇▇▇▇ Money Deposits”Purchased Securities together with duly executed blank stock powers. The ▇▇▇▇▇▇▇ Money Deposits will Purchased Securities shall be applied against held by the Purchase Price at closingEscrow Agent under an Escrow Agreement, in substantially the form annexed hereto as Exhibit D, entered into between the Company, the Purchaser and the Escrow Agent on this date. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in of the Escrow, Purchased Securities shall be paid by Buyer upon demand released to the Purchaser if the Company's independent auditors have reviewed and/or audited the Company's financial statements which reflect the recognition of Escrow Holder. This Agreement constitutes the joint escrow instructions an amount of the Parties, and ▇▇▇▇▇▇ Holder revenues equal to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine at least fifty percent (4950%) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds which have been derived from the Listed Contracts. In the event that an amount equal to less that 50% of the Purchase Price, however, greater than 25% of the Purchase Price is recorded by the Company on its financial statements as set forth having been derived from the Listed Contracts, then the Purchased Securities shall be released from escrow on a pro rata basis in the statementsame percentage as the fraction of the Purchase Price earned (e.g., 25%) divided by 50%. Any and each such pro rata release from escrow of a portion of the Purchased Securities shall take place as soon as practicable following the filing with the Securities and Exchange Commission of the Company's periodic report for the quarterly or annual period, as the case may be, for each period during which the date on which the milestone for such pro rata release was achieved. Notwithstanding the escrow of the Purchased Securities, the Purchaser shall be entitled to vote the Purchased Securities to the same extent as if the Purchaser retained physical possession of the Purchased Securities. The deposit shall be made in accordance with the wire transfer instructions terms and conditions of the Escrow Holder Agreement are incorporated by reference herein, and should there be any conflict between this Agreement and the Escrow Agreement, the latter shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentcontrol.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees The Escrow Deposit shall be held by the Escrow Agent for a period ending on the Escrow Release Date, except the Escrow Deposit may be withheld after the Escrow Release Date for so long as is reasonably necessary to open an escrow (“Escrow’) satisfy claims for indemnification which are the subject to a Claims Notice delivered prior to the Escrow Release Date. The Escrow Deposit shall be held and disbursed by the Escrow Agent in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“an Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. If the Closing occurs, Parent and Buyer shall, concurrent agree that the Parent’s right to indemnification pursuant to this Article XI shall constitute Parent’s and Buyer’s sole and exclusive remedy and recourse against the Company and the Stockholders for Losses attributable to any Indemnifiable Matters. Except with respect to the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions Excluded Obligations or as set forth otherwise provided in Section 4 6.11, the maximum liability of the Company and the Stockholders collectively shall be limited to the Escrow Deposit and of any Stockholder shall be limited to such Stockholder’s Pro Rata Portion (bas defined below) above. These deposits may of the Escrow Deposit and the maximum liability of the Company and the Stockholders collectively for the Excluded Obligations shall be referred limited to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual (less any amount previously recovered under this Article XII from the Escrow Deposit) and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in of any Stockholder for the Escrow, Excluded Obligations shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions limited to such Stockholder’s Pro Rata Portion (as defined below) of the Parties, and ▇▇▇▇▇▇ Holder Losses up to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance aggregate amount of the Purchase Price together with additional funds which such Stockholder is entitled (less any amount previously recovered under this Article XI from such Stockholder’s Pro Rata portion of the Escrow Deposit). For purposes of this Agreement, a “Pro Rata Portion” of a Stockholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Purchase Price to which such Stockholder is entitled as set forth on Schedule 11.4. To the extent that all or any portion of the Equity Consideration or Restricted Equity Consideration is sold, disposed of or otherwise transferred by the Stockholders or any affiliate in an arms-length transaction, then with respect to and in lieu of the shares of Parent Common Stock so sold, Parent shall be entitled to recover against any and all cash or other proceeds so obtained. Any Losses payable pursuant to this Section 11.4 from the Escrow Deposit shall be paid from the Cash Escrow and the Stock Escrow in the statementsame proportion as such Cash Escrow and Stock Escrow bears to the total Escrow Deposit. The deposit Notwithstanding anything to the contrary contained herein, neither the Company nor the Stockholders shall have any liability for indemnification pursuant to this Article XI until the aggregate Losses are in excess of $25,000, at which point the Company and the Stockholders shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow liable for the timely close full amount of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other all Losses including such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentamount.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees As the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, 1,100,000 of the Holdco Shares to open an be issued to the Stockholders pursuant to the Transaction Merger (the “Escrow Shares”) shall be deposited in escrow (the “Escrow’) Escrow Account”), which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all in accordance with this Agreement the terms and conditions of the escrow agreement to be entered into at ▇▇▇▇▇▇▇ Title the Closing between Holdco, the Representative, and Continental, as escrow agent (“Escrow HolderAgent”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇substantially in the form of Exhibit A hereto (the “Escrow Agreement”). On the first anniversary of the Closing Date (the “Basic Indemnity Escrow Termination Date”), ▇▇▇ ▇▇▇▇▇the Escrow Agent shall release 550,000 of the original number of Escrow Shares to the Stockholders, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ less any of such shares applied in satisfaction of a claim for indemnification pursuant to Article VII and deposit any of such shares related to a fully executed copy claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of this Agreement by no later than seven the Closing Date (7) days after City Council approval of this Agreement. Buyer shallthe “Environmental Indemnity Escrow Termination Date”), concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an additional deposit Five Thousand Dollars Environmental Indemnification Claim and Zero cents any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to ($5,000.00y) into Escrow within three (3) days after Buyer waives due diligence conditions as a breach of the representations and warranties set forth in Section 4 2.17 and (bz) above. These deposits may be the matters referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentSchedule 2.17.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees (a) The Restricted Stockholder hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to open an transfer the shares of Restricted Stock which are subject to the Restrictions from the Restricted Stockholder to the Company or the Employer, as applicable, in the event of repurchase of such shares by the Company or the Employer pursuant to Section 2.1 or forfeiture of such shares pursuant to Section 2.2. (b) To insure the availability for delivery of the Restricted Stock upon repurchase pursuant to Section 2.1 or forfeiture pursuant to Section 2.2, the Restricted Stockholder hereby appoints the Secretary, or any other person designated by the Company as escrow (“Escrow’) in accordance with agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, repurchased or forfeited pursuant to this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”)and shall, located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval upon execution of this Agreement. Buyer shall, concurrent deliver and deposit with the delivery Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Stock, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Stock and stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Stockholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. As a further condition to the Company’s and the Employer’s obligations under this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as Agreement, the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against spouse of the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxesRestricted Stockholder, if any) which arise , shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C. Upon the lapse of the Restrictions on the Restricted Stock, the escrow agent shall promptly deliver to the Restricted Stockholder the certificate or certificates representing such shares in the Escrowescrow agent’s possession belonging to the Restricted Stockholder, and the escrow agent shall be paid by Buyer upon demand discharged of Escrow Holder. This Agreement constitutes all further obligations hereunder; provided, however, that the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance other restrictions imposed pursuant to this Agreement. Concurrent . (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ Restricted Stock in escrow and Seller. Buyer shall review while acting in good faith and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions exercise of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentits judgment.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees (a) Notwithstanding the provisions of Section 2.02, Purchaser shall deliver to open an the Escrow Agent a portion of the Closing Cash Payment otherwise deliverable to Sellers pursuant to Section 1.02(a) equal to the sum of Thirty Five Million Dollars ($35,000,000) (the “Escrow Amount”). Of the Escrow Amount, (i) Ten Million Dollars ($10,000,000) shall secure Sellers’ obligation for the Working Capital adjustment described in Section 2.04 (the “Working Capital Escrow Amount”), and (ii) Twenty Five Million Dollars ($25,000,000) shall secure the indemnification and other obligations of the Seller Parties set forth in this Agreement and the other Transaction Agreements (the “General Escrow Amount”). In addition, at the Closing, Purchaser shall deliver to the Escrow Agent, on behalf of Sellers, the Notes in the original issue amount, to be held in escrow as provided below. (b) The Escrow Amount shall be held in escrow (the “Escrow’”) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title the terms of an escrow agreement, substantially in the form attached hereto as Exhibit B (the “Escrow HolderAgreement”). Any amount remaining of the Working Capital Escrow Amount after settlement of the Working Capital adjustment pursuant to Section 2.04 shall be released to the Sellers’ Representative (as nominee for the account of Trust 1 and for the account of Trust 2) upon such settlement as provided therein; and any amount remaining of the General Escrow Amount after settlement of the Seller Parties’ indemnification obligations pursuant to Article 10 shall be released to the Sellers’ Representative (as nominee for the account of Trust 1 and for the account of Trust 2) on the date that is twenty four (24) months after the Closing Date or on such later date as is necessary to resolve any disputes with respect to such amounts, located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇except that any amounts retained after the date that is twenty four (24) months after the Closing Date shall only consist of those amounts which are necessary to satisfy the then pending claims for indemnification payable by the Seller Parties (assuming for these purposes only the validity of each such claim), ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents remaining amounts released as aforesaid. ($5,000.00c) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into The Notes delivered to the Escrow within three (3) days after Buyer waives due diligence conditions Agent as set forth provided in Section 4 2.03(a) shall be held in the Escrow and shall be available for set-off pursuant to Section 10.08(b). Sellers shall have the right to convert their Notes into Common Stock pursuant to the terms of the Notes, in which case all such Common Stock shall be delivered to and held in the Escrow, and further shall have the right to sell any of such Common Stock held in the Escrow, provided, that upon any such sale 50% of the proceeds of such sale shall be delivered to and held in Escrow in lieu of such Common Stock to the extent so converted and 50% of such proceeds shall be released to the applicable Seller; provided, that in no event will the proceeds of any such sale held in Escrow pursuant to the foregoing provision exceed $75 million in the aggregate. Any remaining amount of the Notes, Common Stock or cash after settlement of the Seller Parties’ indemnification obligations pursuant to Article 10 shall be released to the Sellers’ Representative (as nominee for the account of Trust 1 and for the account of Trust 2) on the date that is twenty four (24) months after the Closing Date or on such later date as is necessary to resolve any disputes with respect to such amounts, except that any amounts retained after the date that is twenty four (24) months after the Closing Date shall only consist of those amounts which are necessary (taking into consideration any cash amounts retained pursuant to paragraph (b) above) to satisfy the then pending claims for indemnification payable by the Seller Parties (assuming for these purposes only the validity of each such claim), with the remaining amounts released as aforesaid. These deposits may For purposes of determining the number of shares of Common Stock required to satisfy a claim for indemnification, the value of the Common Stock into which all or any portion of the Notes are converted shall be referred deemed to herein be the higher of (i) the price at which the Notes were converted into such Common Stock and (ii) the market price for such Common Stock prevailing at the time the securities are released to Purchaser in satisfaction of a claim; provided, that for purposes of the $175 million limit provided in Section 10.07(a) of this Agreement, such value as so determined pursuant to the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits foregoing provisions will be applied credited against the Purchase Price at closing. All usual such $175 million if and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time extent that shares of Common Stock are so used to allow satisfy a claim for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title indemnification. (d) With due regard to the Property to Buyer limitations on liability contained in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete Article 10, nothing in this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety construed as follows:limiting any Seller Party’s liability for the Working Capital adjustment to the Working Capital Escrow Amount or for Purchaser Losses to the General Escrow Amount and/or the Notes, nor shall payments from the Escrow Amount be considered as liquidated damages for any breach under this Agreement or any other Transaction Agreement.

Escrow. ▇▇▇▇▇ agrees (i) Within forty-five (45) days after the Effective Time (the "INITIAL PAYMENT DATE"), Parent shall prepare the Closing Balance Sheet and determine the amount of Excess Cash. Parent shall provide to open MTI, and any independent auditors retained by MTI, reasonable access during Parent's business hours to those books and records in the possession of Parent and any personnel which relate to the preparation of the Net Distributable Amount and to the workpapers of Parent and its independent auditors for the purposes of resolving any disputes concerning the Net Distributable Amount. (ii) Any Excess Cash available, and any Net Proceeds realized, prior to the Escrow Release Date (together with interest thereon, the "ESCROW FUNDS") shall be deposited by Parent in a segregated, interest bearing account in the Company's name ("ESCROW ACCOUNT"). Prior to the Escrow Release Date, Parent shall use Escrow Funds to satisfy any Escrow Liabilities arising prior to the Escrow Release Date. On the Escrow Release Date, an escrow amount equal to the Escrow Funds, less the amount of any Escrow Liabilities remaining outstanding on that date (“Escrow’"NET DISTRIBUTABLE AMOUNT"), which amount shall be approved by a committee of directors of Parent who were not directors or officers of Parent immediately prior to the Effective Time (the "SPECIAL COMMITTEE"), shall be distributed as a Payment to the Payment Agent for the benefit of the Parent Closing Date Shareholders. Prior to such Payment, Parent shall provide MTI (or such other persons as MTI designates to represent the interests of the Parent Closing Date Shareholders) (the "SHAREHOLDER REPRESENTATIVE") the calculation of the proposed Payment as calculated under the preceding sentence. Parent shall provide to MTI, and any independent auditors retained by MTI, reasonable access during Parent's business hours to those books and 19 records in the possession of Parent and any personnel which relate to the preparation of the Net Distributable Amount and to the workpapers of Parent and its independent auditors for the purposes of resolving any disputes concerning the Net Distributable Amount. Absent objection within ten (10) business days to such Payment, such Payment shall be made in the Distributable Amount and such Payment shall conclusively be deemed to have been made, and such Net Distributable Amount shall conclusively be deemed to have been calculated, in accordance with this Agreement at ▇▇▇▇▇▇▇ Title Agreement. If the Shareholder Representative objects to the calculation of the Net Distributable Amount, the Shareholder Representative shall provide to the Parent a notice of such objection that sets forth in reasonable detail the specific errors or omissions in the calculation of the Net Distributable Amount (“"OBJECTION NOTICE"); provided, however, that the amount of the Audited Closing Balance Sheet Non-Hosting GAAP Liabilities may not be a subject of such Objection Notice, as such number will already have been subject to audit in connection with the audit by PWC of the Closing Balance Sheet; provided, further that the proper calculation of any Post-Closing Non-Hosting GAAP Liabilities arising prior to the Escrow Holder”Release Date may be a proper subject of an Objection Notice. Following receipt of any Objection Notice, the Shareholder Representative and the Special Committee shall discuss in good faith the applicable objections set forth therein for a period of sixty (60) days thereafter and shall, during such period, attempt to resolve the matter or matters in dispute by mutual written agreement. If the Shareholder Representative and the Special Committee reach such an agreement, such agreement shall be confirmed in writing and thereafter the Net Distributable Amount, as adjusted based on such agreement, shall be distributed to the Payment Agent for the benefit of the Parent Closing Date Shareholders, which payment shall thereafter be conclusively deemed to have been distributed in accordance with this Agreement. If the Shareholder Representative and the Special Committee are unable to reach a mutual agreement as stated above during the sixty (60) day period referred to therein, then PWC (or if PWC declines to so serve, another "Big 5" auditing firm) (the "ACCOUNTING EXPERT"), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇acting as an expert and not as an arbitrator, ▇▇▇ ▇▇▇▇▇shall resolve those matters still in dispute with respect to the calculation of the Net Distributable Amount. The Accounting Expert's resolution of the matters in dispute, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ including any adjustments to the Net Distributable Amount made by the Accounting Expert, shall be final and deposit binding on Parent, the Shareholder Representative and the Parent Closing Date Shareholders and the Net Distributable Amount (as adjusted by such Accounting Expert) shall be distributed to the Payment Agent for the benefit of the Parent Closing Date Shareholders. The Accounting Expert shall make a fully executed copy of this Agreement by no later than seven determination as soon as practicable and in any event within sixty (760) days (or such other time as the Shareholder Representatives and the Special Committee shall agree in writing) after City Council approval its engagement. Notwithstanding anything set forth in this section, the scope of any dispute to be resolved by the Accounting Expert, acting pursuant hereto shall be limited to correcting errors in the calculation of the Net Distributable Amount, including confirming the proper computation of Excess Cash or Net Proceeds, including that all reserves for Escrow Liabilities have been properly reduced, confirming that all Audited Closing Balance Sheet Non-Hosting GAAP Liabilities have been properly reduced, confirming that all Audited Closing Balance Sheet Non-Hosting GAAP Liabilities have been paid, discharged or satisfied in full (or deducted in determining the Net Distributable Amount), and confirming that all Post-Closing Non-Hosting GAAP Liabilities arising prior the Escrow Release Date have been paid, discharged or satisfied as of that date and, except for the foregoing matters, the Accounting Expert shall not and is not to make any further determination. Parent, the Special Committee and the Shareholder Representative shall fully cooperate with each other and with the Accounting Expert to resolve 20 any dispute. Notwithstanding any other provision of this Agreement, including without limitation any provision stating that remedies shall be cumulative and not exclusive, this section provides the sole and exclusive method for resolving any and all disputes of each and every nature whatever that may arise with respect to the calculation of the Net Distributable Amount or the related Payment. Buyer shallAs between the parties, concurrent with Parent (acting for Parent, the delivery Shareholder Representative, and Parent Closing Date Shareholders) and Company (acting for the Company, and all Company shareholders) hereby irrevocably waive, relinquish and surrender on their own behalf and on behalf of this Agreement deposit Five Thousand Dollars their respective affiliates and Zero cents ($5,000.00) into Escrow. Buyer representatives all rights to, and agree that they will not attempt, and shall deliver an additional deposit Five Thousand Dollars cause their affiliates and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions representatives not to attempt, to, resolve any such dispute or disputes in any manner other than as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closingthis section, including without limitation through litigation. All usual fees and reasonable feesexpenses of Company and Parent relating to the matters described in this section, charges, and costs (including transfer taxes, if any) which arise in the Escrowcalculation of the Net Distributable Amount, shall be paid borne by Buyer upon demand Parent (and shall not constitute an Escrow Liability for purposes of Escrow Holdercalculating the Net Distributable Amount), and all fees and expenses of any former Company shareholder, Parent Closing Date Shareholder, or the Shareholder Representative relating to the matters described in this section shall be borne by the party incurring such fees. This Agreement constitutes Notwithstanding the joint escrow instructions foregoing, in the event any dispute is submitted to the Accounting Expert for resolution as provided in this section hereof, the fees and expenses of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit Accounting Expert shall be made in accordance with the wire transfer instructions of the Escrow Holder borne by Parent and shall be made in sufficient time to allow not constitute an Escrow Liability for purposes of calculating the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentNet Distributable Amount.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees to open (a) On the date hereof, Buyer, each Seller and an escrow agent selected by Buyer and Sellers (“Escrow’"NET ESCROW AGENT") shall execute and deliver an escrow agreement ("NET ESCROW AGREEMENT") in the form of EXHIBIT 1.3A hereto pursuant to which Sellers shall, on the date hereof, deliver to the NET Escrow Agent the Purchased Shares. The Purchased Shares shall be held in escrow until the Closing Date at which time they will be delivered to Buyer, pursuant to the terms of the NET Escrow Agreement. (b) On the Closing Date, Buyer, each Seller and an escrow agent selected by Buyer and Sellers ("ESCROW AGENT") shall execute and deliver an escrow agreement ("ESCROW AGREEMENT") substantially in the form of EXHIBIT 1.3B hereto pursuant to which Buyer shall deliver to Escrow Agent the number of Transaction Shares determined in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”1.2. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, Escrow Shares shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes held in escrow until December 31, 1998 (subject to the joint escrow instructions terms of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Escrow Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close Indemnification Shares shall be held for a period of Escrow” as used herein shall mean twelve (12) months following the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance Closing Date, unless disbursed earlier to Buyer for Claims pursuant to this Agreement. Concurrent with Other than for Claims of fraud, the opening of EscrowIndemnification Shares or, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made event such shares are sold, the value thereof as determined in accordance with this Section 1.3(b), shall be Buyer's sole remedy for the wire transfer instructions payment of any Losses for which Buyer may be entitled to indemnification as and to the extent provided in Article VI hereof. The value of any Indemnification Shares paid to Buyer pursuant to the terms of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended determined by averaging the closing sales price of the Parent Stock (or, in case no reported sales take place on such day, the average of the closing bid and restated in its entirety as follows:ask prices on such day) on the Nasdaq SmallCap Market for the five (5) consecutive trading days prior to the Closing Date.

Escrow. ▇▇▇▇▇ agrees (a) At the Closing, Buyer will deposit the Escrow Amount, without any act of Seller, with the Escrow Agent, such deposit to open constitute an escrow fund (the “Escrow’Escrow Fund”) to be governed by the terms set forth herein. The Escrow Cash may be invested as jointly directed in writing by Buyer and Seller from time to time. In the absence of joint written instructions, the Escrow Cash shall be invested by the Escrow Agent in a U.S. Bank, National Association, money market deposit account, as more fully described on Exhibit L hereto. Any interest, earnings and income (including dividends and other distributions in respect of the Escrow Shares) that accrue on the Escrow Amount during the period of time during which the Escrow Amount is held in the Escrow Fund shall be deemed to be part of the Escrow Fund; provided, however, that Buyer shall be required to report and pay the Taxes due on such interest, earnings and income, unless, and until, the Escrow Fund (or any portion thereof) is paid or released to Seller in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval the terms of this Agreement. The Escrow Shares shall be appropriately adjusted for stock splits, recapitalizations, combinations and the like consummated by Buyer. (b) Subject to the following requirements, the Escrow Fund shall remain in existence through and until that date that is 365 days following the Closing Date (the “Escrow Period”). Upon the expiration of the Escrow Period, and within ten (10) business days thereafter, any and all Escrow Cash and/or Escrow Shares remaining in the Escrow Fund shall be released from the Escrow Fund to Seller after accounting for (i) all amounts theretofore validly distributed out of the Escrow Fund to the Indemnified Parties pursuant to this Article IX and (ii) the retention of an amount of Escrow Cash and Escrow Shares equal, in the aggregate, to such portion of the remaining Escrow Fund which, subject to the objection of the Indemnifying Parties and the subsequent arbitration of the matter in a manner consistent with this Article IX, is necessary to satisfy any unsatisfied claims specified in any Damages Certificate (as defined in Section 9.4(c)) delivered to the Indemnifying Parties prior to the end of the Escrow Period, which amount shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved. As soon as such claims have been resolved (such resolution to be evidenced by the written agreement of Buyer shalland the Indemnifying Parties or the written decision of the arbitrators as described below), concurrent with and within two (2) business days thereafter, the Escrow Agent shall deliver to Seller the remaining portion of the Escrow Fund not required to satisfy any remaining claims. (c) In the event that any Indemnified Party has incurred or sustained Damages or reasonably anticipates that it will incur or sustain Damages, the Indemnified Party shall deliver to the Indemnifying Parties a certificate signed by any officer of the Indemnified Party (a “Damages Certificate”) (A) stating that the Indemnified Party has incurred or sustained Damages or reasonably anticipates that it could incur or sustain Damages and (B) specifying in reasonable detail the individual items of Damages included, and a good faith estimate of the amount of such Damages, or the basis for such anticipated liability. (d) The Indemnifying Parties shall have twenty (20) days following their receipt of a Damages Certificate to object to any claim or claims made in a Damages Certificate. In the event that the Indemnifying Parties have not objected within such twenty (20) day period to a Damages Certificate, then the Escrow Agent shall remit to the Indemnified Party an amount of Escrow Cash and a number of Escrow Shares that in the aggregate are equal to the amount set forth in such Damages Certificate and the Escrow Fund shall be reduced by such amount (it being agreed that (i) such remittance shall first be paid out of available Escrow Cash before Escrow Shares are used and (ii) the Escrow Shares shall be valued at a per share amount equal to the closing price of Parent Common Stock as reported on the New York Stock Exchange on (A) if no Objection Certificate shall be delivered, the last day of the twenty (20) day period referred to in this Section 9.4(d), (B) if an Objection Notice is delivered and the parties resolve such objection pursuant to Section 9.4(e) within the fifteen (15) day period referred to in Section 9.4(e), the last day of such fifteen (15) day period or (C) if an Objection Notice is delivered and the parties submit such objection to arbitration pursuant to Section 9.4(e), the date of the arbitrator’s written decision referred to in Section 9.4(e)) (as appropriately adjusted for Parent stock splits, recapitalizations, combinations and the like). In the event that the Indemnifying Parties so object within such twenty (20) day period, such objection must be in the form of a certificate signed by the Indemnifying Party or its authorized member or manager and delivered to the Indemnified Party (an “Objection Certificate”), which certificate shall set forth the item or items of Damages in the Damages Certificate to which the Indemnifying Parties are objecting and a reasonable basis for each such objection. (e) For a period of fifteen (15) days after the delivery of this Agreement deposit Five Thousand Dollars an Objection Certificate, the Indemnified Party and Zero cents ($5,000.00) into Escrowthe Indemnifying Parties shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims as are objected to therein. Buyer If such an agreement is reached as to all or any portion of the Damages that are subject to the Objection Certificate, then a letter setting forth such agreement shall deliver be prepared and signed by both parties and, where an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Indemnified Party is entitled to be compensated from the Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the EscrowFund, shall be paid by Buyer upon furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such letter. If no such agreement can be reached after good faith negotiation during such 15-day period, either the Indemnifying Parties or the Indemnified Parties may make a written demand of Escrow Holder. This Agreement constitutes the joint escrow instructions for arbitration of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by matter no later than forty-nine (49) months 30 days after the Effective Date (June 30expiration of such 15-day period unless the amount of the damage or loss is at issue in pending litigation with a third party, 2023)in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnifying Parties and the Indemnified Parties. In the event that within 20 days after submission of any dispute to arbitration the Indemnifying Parties and the Indemnified Parties cannot mutually agree on one arbitrator, the Indemnifying Parties and the Indemnified Parties shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The terms “closing” and/or “close of Escrow” as used herein arbitrator or arbitrators shall mean set a limited time period and establish procedures designed to reduce the date necessary instruments of conveyance are recorded cost and time for discovery while allowing the parties an opportunity, adequate in the office sole judgment of the County Recorder. Recordation arbitrator or a majority of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant three arbitrators, as the case may be, to this Agreement. Concurrent with discover relevant information from the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for opposing parties about the subject Property matter of the dispute. The arbitrator or a majority of the three arbitrators, as the case may be, shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including reasonable legal fees and costs, to the same extent as a competent court of law or equity, should the arbitrator or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim objected to in such Objection Certificate shall be delivered for review binding and conclusive upon the parties. Such decision shall be written and shall be supported by both ▇▇▇▇▇ written findings of fact and Seller. Buyer conclusions which shall review and respond to said Preliminary Report as set forth the award, judgment, decree or order awarded by the arbitrator(s). (f) Judgment upon any award rendered by the arbitrators may be entered in Section 4 (b)any court having jurisdiction. Buyer shallAny such arbitration shall be held in Austin, upon receipt of a statement of estimated closing cost from Escrow HolderTexas, deposit under the balance rules then in effect of the Purchase Price together with additional funds as set forth in the statementAmerican Arbitration Association. The deposit payment of all fees and expenses of the parties to any such arbitration, as well as the fees of the arbitrator(s) and the administrative fee of the American Arbitration Association, shall be made payable in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentSection 11.10.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees to open an escrow (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”)The Escrowed Shares, located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrowwhen initially issued, shall be paid by Buyer upon demand of issued to the Escrow Holder. This Agreement constitutes the joint escrow instructions Agent as nominee of the PartiesLMI Stockholders, and ▇▇▇▇▇▇ Holder such shares to whom these instructions are delivered is empowered to act under this Agreementbe deposited in an escrow account. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit Escrowed Shares shall be made allocated against the number of shares of Ebiz Common Stock to which each LMI Stockholder is entitled on a pro rata basis in accordance with the wire transfer instructions relative Applicable Stock Percentage of each LMI Stockholder. The Escrowed Shares shall be held by the Escrow Holder Agent in escrow, and shall be made in sufficient time to allow for transferred or released by the timely close Escrow Agent only as follows. If no Notice of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title Claim is submitted by the Ebiz Designated Representative to the Property LMI Designated Representative within the applicable time period provided in sufficient time to allow for Section 10.4(a), then the timely close Escrow Agent shall promptly transfer all of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title the Escrowed Shares to the Property LMI Stockholders on a pro rata basis in accordance with the relative Applicable Stock Percentage of each LMI Stockholder. If a Notice of Claim is submitted by the Ebiz Designated Representative to Buyer the LMI Designated Representative within the applicable time period provided in sufficient time Section 10.4(a), then the Escrow Agent shall hold the Escrowed Shares until the first to allow for occur of the timely close issuance of Escrowa Final Decision or the waiver and release by Ebiz of the Indemnification Claims to which the Notice of Claim relates. Seller If the Final Decision results in Ebiz being entitled to no payment pursuant to this Article 10 or if Ebiz waives and Buyer agree releases its Indemnification Claims, then the Escrow Agent shall promptly transfer all of the Escrowed Shares to deposit the LMI Stockholders on a pro rata basis in accordance with the relative Applicable Stock Percentage of each LMI Stockholder. If, however, pursuant to the Final Decision it is determined that Ebiz is entitled pursuant to this Article 10 to receive payment with respect to its Indemnification Claims, then the Escrow Holder Agent shall transfer to Ebiz on the Due Date such number of Escrowed Shares as have an aggregate Ebiz Share Value equal to the amount of such payment and shall transfer all of the remaining Escrowed Shares to the LMI Stockholders on a pro rata basis in accordance with the relative Applicable Stock Percentage of each LMI Stockholder. Any LMI Stockholder may, but shall not be required, to redeem any additional instruments as may be reasonable and necessary Escrowed Shares allocable to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may him that are required to be transferred to any other Ebiz pursuant to this subsection (f) by paying to the Escrow Agent, prior to the transfer thereof to Ebiz, the Ebiz Share Value of such escrow trust account in any State or National Bank doing business in the State of CaliforniaEscrowed Shares. All disbursements Any Escrowed Shares that are so redeemed shall be made by wire transfer from transferred to the redeeming LMI Stockholder and the cash paid to redeem such account, unless Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement Escrowed Shares shall be amended and restated paid, in its entirety as follows:lieu of such shares, to Ebiz.

Escrow. ▇▇▇▇▇ agrees On or prior to open an escrow the Closing, the Equityholder Representative, the Buyer and the Escrow Agent shall enter into the Escrow Agreement. Promptly following the twelve (12) month anniversary of the Closing Date (the “Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow HolderSurvival Date”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ the Buyer and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer Equityholder Representative shall deliver an additional deposit Five Thousand Dollars a joint written notice to the Escrow Agent to deliver (a)(i) the portion of each former Stockholder’s Fully Diluted Percentage of the sum of the remaining amount of the Indemnity Escrow Fund minus any amounts that would be necessary to satisfy any then pending and Zero cents unsatisfied or unresolved claim for indemnification pursuant to Section 8.2 if such claim(s) were resolved in full in favor of the Buyer Indemnified Persons ($5,000.00which amounts will continue to be held in the Indemnity Escrow Fund until the related claims have been finally resolved) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as such sum, the “▇▇▇▇▇▇▇ Distributable Amount”), attributable to Shares (as opposed to In-the-Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable feesOptions or RSUs) previously held by such former Stockholder, chargessubject to Section 2.8, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow such former Stockholder as soon as possible, but in all events practicable and (ii) the portion of each former holder’s Fully Diluted Percentage of the Distributable Amount attributable to In-the-Money Options or RSUs (as opposed to Shares) previously held by such former holder to the Surviving Corporation for delivery to such former holder of In-the-Money Options and RSUs through the Surviving Corporation’s payroll system; provided that if no later than forty-nine such notice is delivered to the Escrow Agent within five (495) months Business Days after the Effective Date (June 30Survival Date, 2023). The terms “closing” and/or “close of Escrow” as used herein the Escrow Agent shall mean automatically and without further action by either the date necessary instruments of conveyance are recorded in Buyer or the office of Equityholder Representative release the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made Distributable Amount in accordance with the wire transfer instructions preceding sentence. Promptly following the time that any such pending and unsatisfied or unresolved claims have been finally resolved, the Buyer and the Equityholder Representative shall deliver a joint written notice to the Escrow Agent to deliver (x) the portion of each former Stockholder’s Fully Diluted Percentage of the Escrow Holder revised Distributable Amount attributable to Shares (as opposed to In-the-Money Options or RSUs) previously held by such former Stockholder, subject to Section 2.8, to such former Stockholder as soon as practicable and shall be made in sufficient time to allow for (y) the timely close portion of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 (Buyereach former holder’s Conditions to Close) Fully Diluted Percentage of the Agreement shall be amended and restated in its entirety revised Distributable Amount attributable to In-the-Money Options or RSUs (as follows:opposed to Shares) previously held by

Escrow. ▇▇▇▇▇ agrees to open an escrow (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy As security for the faithful performance of the terms of this Agreement by no later than seven (7) days after City Council approval and to insure the availability for delivery of this Agreement. Buyer shallPurchaser's Shares upon exercise of the Repurchase Option, concurrent the Purchaser hereby pledges and delivers for deposit with the delivery [Chief Financial Officer] of the Company, or such other person designated by the Company, as escrow agent in this Agreement deposit Five Thousand Dollars transaction ("Escrow Agent"), two stock assignments duly endorsed (with date and Zero cents ($5,000.00number of shares blank) into Escrowtogether with the certificate or certificates evidencing the Shares. Buyer shall deliver an additional deposit Five Thousand Dollars Such documents are to be held by the Escrow Agent and Zero cents ($5,000.00) into delivered by the Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred Agent pursuant to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow following instructions of the Parties, Company and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine the Purchaser: (49a) months after In the Effective Date (June 30, 2023). The terms “closing” event the Company and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office any assignee of the County Recorder. Recordation Company exercises the Repurchase Option, Purchaser and the Company hereby irrevocably authorize and direct the Escrow Agent to execute the transaction contemplated by notice of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made repurchase in accordance with the wire terms of such notice. (b) In connection with such transaction the Escrow Agent is directed (i) to date the stock assignment necessary for the transfer instructions in question, (ii) to fill in the number of shares being transferred, and (iii) to deliver such assignment, together with the certificate evidencing the Shares to be transferred, to the Company against the delivery of the purchase price for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. (c) Purchaser irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing the Shares to be held by the Escrow Agent hereunder and any additions and substitutions to said shares as defined herein. Purchaser irrevocably constitutes and appoints the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute all documents appropriate to make such securities negotiable and to complete any transaction herein contemplated. (d) Upon written request of the Purchaser, but no more than once per calendar year, unless the Repurchase Option has been exercised, the Escrow Agent will deliver to Purchaser a certificate or certificates representing so many of the Shares as are not then subject to the Repurchase Option. Within 180 days after cessation of Purchaser's continuous employment by the Company, or any parent or subsidiary of the Company, the Escrow Agent will deliver to Purchaser a certificate or certificates representing the aggregate number of Shares sold pursuant to this Agreement and not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option. (e) If at the time of termination of this escrow the Escrow Agent has in his possession any documents, securities, or other property belonging to Purchaser, the Escrow Agent shall deliver such property to Purchaser and be discharged of all further obligations hereunder. (f) The responsibilities of the Escrow Holder and Agent hereunder shall terminate if he shall cease to be Chief Financial Officer of the Company or if he shall resign by written notice to each party. In the event of any such termination or resignation, the Company shall appoint a successor Escrow Agent. In the absence of such appointment, the President of the Company shall be made in sufficient the Escrow Agent. (g) It is understood and agreed that should any dispute arise with respect to the delivery, ownership, or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized to retain without liability to anyone all or any part of said Shares until such disputes shall have been settled either by mutual written agreement or by a final order, decree, or judgment of the arbitrator, if applicable, or of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to allow institute or defend such proceedings. (h) By signing this Agreement, the Escrow Agent becomes a party hereto only for the timely close purpose of Escrow. Buyer shall execute executing the instructions set forth in this Section 7 and deposit into Escrow does not otherwise become a Certificate of Acceptance accepting fee title party to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentAgreement.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees to open an escrow Within thirty (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (730) days after City Council approval the Closing Date, the Company, the Buyer Representative (as defined below) and an escrow agent reasonably satisfactory to the Buyer Representative (the "Escrow Agent"), shall execute and deliver an Escrow Agreement, in form and substance reasonably satisfactory to the Company and the Buyer Representative (as amended or modified from time to time, the "Escrow Agreement"), pursuant to which any proceeds (the "Escrow Funds") received by the Company from leasing the mineral leasehold rights to any parcel of this Agreement. Buyer shallland owned by the Company to any party pursuant to an agreement entered into on or subsequent to the Closing Date (or with respect to rights acquired on or subsequent to the Closing Date) (the "Leasing Mineral Rights"), concurrent will be deposited into an interest bearing account with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents Escrow Agent ($5,000.00) into Escrowthe "Escrow Account"). Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months At such time after the Effective Date (June 30as defined in the Registration Rights Agreement) as the Closing Sale Price (as defined in the Notes) of the Common Stock exceeds $2.80 (as adjusted for stock splits, 2023stock dividends, reverse stock splits, recapitalizations, reclassifications and similar events) for 30 consecutive Trading Days (as defined in the Notes), and so long as no Event of Default (as defined in the Notes) has occurred or any event shall have occurred and be continuing that with the passage of time and the failure to cure would result in an Event of Default (the "Company Escrow Release Event"), the Company and the Buyer Representative shall deliver to the Escrow Agent joint written instructions to release to the Company the then current balance of the Escrow Account. At any time thereafter until the Escrow Termination Date (as defined below) (i) the Company shall continue to deposit into the Escrow Account any additional Escrow Funds and (ii) upon the occurrence of any subsequent Company Escrow Release Event, the Company and the Buyer Representative shall deliver to the Escrow Agent joint written instructions to release to the Company the then current balance of the Escrow Account. At such time as any Buyer elects an Escrow Funds Redemption (as defined in the Notes), the Company and the Buyer Representative shall deliver to the Escrow Agent joint written instructions to release to such Buyer an amount equal to the Escrow Funds Redemption Amount (as defined in the Notes) for such redemption. Upon the occurrence of an Event of Default, the Buyer Representative shall be entitled to direct the Escrow Agent to deliver to each Buyer the amounts due and payable to such Buyer pursuant to the terms of the Notes from the Escrow Funds (on a pro rata basis based on the principal amount of the Notes then held by each of the Buyers). The terms “closing” and/or “close of Escrow” Company shall maintain the Escrow Account for so long as used herein any Notes remain outstanding. At such time as no Notes remain outstanding, the Company and the Buyer Representative shall mean deliver to the date necessary instruments of conveyance are recorded Escrow Agent joint written instructions to release to the Company the Escrow Amount then on deposit in the office of Escrow Account (the County Recorder. Recordation of instruments delivered through "Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (bTermination Date"). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees The parties to open the Escrow Agreement shall instruct the Escrow Agent, pursuant to the terms of the Escrow Agreement, to promptly pay any amounts due and owing to Purchaser pursuant to the indemnification provisions of this Agreement, including, without limitation, pursuant to Section 10.2(a) out of the Escrow Funds. Notwithstanding anything to the contrary herein, recourse of Purchaser to the Escrow Funds pursuant to the Escrow Agreement shall be the sole and exclusive remedy of Purchaser and the other Purchaser Indemnitees (or any Person claiming by or through them) for damages for any inaccuracy in or breach of any representation, warranty, covenant, agreement or other obligation contained in this Agreement or any of the other Transaction Documents, and in no event shall the ESOP, the Option Holders or the SARs Holders be liable to any Purchaser Indemnitee for any amounts in excess of the Escrow Funds. Within two (2) Business Days following the date that is eighteen (18) months after the Closing Date, the ESOP and Purchaser shall each direct the Escrow Agent to release to the ESOP and to the Company on behalf of, and to be paid to, the Option Holders and the SARs Holders, pro rata in accordance with their respective Escrow Percentages, all remaining Escrow Funds in excess of an escrow (“Escrow’) amount equal to the aggregate amount, if any, of all Losses with respect to which Purchaser Indemnitees have properly asserted, prior to such time in accordance with this Agreement Article X, a right to indemnification to the extent such claims for indemnification remain pending and unresolved at ▇▇▇▇▇▇▇ Title (“Escrow Holder”)such time. Thereafter, located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy as soon as reasonably practicable after the resolution of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxeseach such outstanding indemnification claim, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no event later than forty-nine five (495) months Business Days thereafter, the ESOP and Purchaser shall each direct the Escrow Agent, after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office disbursement to Purchaser Indemnitees of the County Recorder. Recordation applicable portion of instruments delivered through the Escrow are authorized Funds, if necessary or proper in the issuance of title insurance any, pursuant to this Agreement. Concurrent Article X in connection with such resolution, to release to the opening of EscrowESOP and to the Company on behalf of, Escrow Holder shall order a Preliminary Title Report for the subject Property and to be delivered for review by both ▇▇▇▇▇ paid to, the Options Holders and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shallthe SARs Holders, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made pro rata in accordance with the wire transfer instructions their respective Escrow Percentages, all remaining Escrow Funds in excess of the Escrow Holder and shall be made in sufficient time remaining aggregate amount of Losses with respect to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentunresolved indemnification claims.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees At or prior to open an the Closing, the Purchaser Representative, the Seller Representative and Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to the Purchaser and the Company), as escrow agent (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (the “Escrow HolderAgent”), located shall enter into an escrow agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Company (the “Escrow Agreement”), pursuant to which the Purchaser shall deliver to the Escrow Agent a number of shares of the Purchaser Common Stock (with each share valued at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇the Redemption Price) equal to three percent (3%) of the Merger Consideration (the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, ▇▇▇ ▇▇▇▇▇the “Escrow Shares”) to be held, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven along with any other dividends, distributions or other income on the Escrow Shares (7) days after City Council approval of this Agreement. Buyer shall, concurrent together with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as Shares, the “▇▇▇▇▇▇▇ Money DepositsEscrow Property”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against ), in a segregated escrow account (the Purchase Price at closing. All usual “Escrow Account”) and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made disbursed therefrom in accordance with the wire transfer instructions terms of Section 1.15 and the Escrow Agreement. The Escrow Property shall be allocated among and transferred to the Company Stockholders pro rata based on their respective Pro Rata Share. The Escrow Property shall serve as the sole source of payment for the obligations of the Company Stockholders under Section 1.15. Unless otherwise required by Law, all distributions made from the Escrow Holder and Account shall be made in sufficient time to allow for treated by the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title Parties as an adjustment to the Property in sufficient time number of shares of Stockholder Merger Consideration received by the Company Stockholders pursuant to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:Article I.

Escrow. ▇▇▇▇▇ agrees A. Capitalized terms used herein shall have the same meaning ascribed to open an escrow them in the Acquisition Agreements unless otherwise defined herein. B. Escrow Agent shall hold the total sum of $750,000.00 (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (hereinafter referred to as the “Escrow HolderFund”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇out of the Closing Proceeds which would otherwise be due and payable to Seller arising from the sale of the various assets contemplated under the Acquisition Agreements, ▇▇▇ ▇▇▇▇▇which total sum shall be disbursed to the Escrow Agent from the Closing Proceeds from each sale in such manner as the Seller shall determine. C. The Seller agrees to and shall defend, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ indemnify and deposit a fully executed copy hold harmless Buyer under the Acquisition Agreements and its managers, members, employees, agents, and representatives (collectively, the “Asset Buyer Indemnified Parties”) harmless from and against any and all losses, damages, actions, lawsuits, demands, proceedings, judgments, deficiencies, costs, expenses (including without limitation, reasonable attorneys’ fees and expenses), and governmental actions of this Agreement every kind, nature or description (collectively, “Losses”) which arise out of or relate to any of the following: (a) any breach of any representation, warranty or covenant made by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth Seller in Section 4 the Acquisition Agreements; (b) above. These deposits may be referred any failure by the Seller to herein perform, comply with or observe any one of more of its covenants, agreement or obligations contained in the Acquisition Agreements and (c) all debts, costs, invoices, liabilities and expenses, except for the Assumed Liabilities (as defined in the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxesAcquisition Agreements), if anyincurred prior to Closing. If there is any indemnification claim hereunder, Buyer shall promptly cause written notice of the claim to be delivered to the Seller and Seller shall notify Buyer within five (5) which arise business days of its receipt of Buyer’s written notice whether it will pay, bond or diligently defend such claim at their sole cost and expense with legal counsel selected by Seller or, if it objects to the claim as not being covered under the indemnification clauses contained in the EscrowAcquisition Agreements, then in that event Seller shall, within five (5) business days of its receipt of such written notice from Buyer advise Buyer and Escrow Agent that it disputes the claim. If the Parties cannot agree if the claim is an indemnified claim, the Parties agree that within twenty (20) days of Seller’s denial of the claim to submit the issue to binding arbitration. In the event the claim is such that its failure to be immediately resolved is detrimental to the Buyer’s ongoing Businesses then, in that event, Buyer may, bond, settle or compromise the claim out of the Escrow Fund subject to a final determination by the arbitrator. Notwithstanding a possible dispute between the Parties as aforesaid, in the event Seller is not diligently pursuing the payment, settlement or defense of the claim to the detriment of the Buyer, the Buyer and its counsel shall have the right to participate in the defense of any such claim and/or compromise or settle the claim and all such expense shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions out of the Escrow Holder Fund. Similarly, if notice is given and the Seller fails to promptly (for purposes herein, “promptly” shall be deemed to be within 20 calendar days of the service of any notice upon Buyer or Seller) assume or assert the defense of the claim in good faith, the claim may be defended, comprised or settled by Buyer without the Seller’s consent and any expense incurred in defending the claim or any compromise or settlement made in sufficient time to allow for shall be paid out of the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title Fund up to the Property amount of the Escrow Fund then in sufficient time the possession of the Escrow Agent. It is understood and agreed that the Seller’s obligations under the Escrow Agreement as to allow any expenses, costs or otherwise and in connection with any indemnification claim shall be limited to the amount of the Escrow Fund. Notwithstanding any provision of this Section 1 (C) to the contrary: (a) the Buyer may retain control over the defense (at the cost of the Seller) of any claim hereunder if such claim is for injunctive or other equitable relief with the timely close expense of Escrowsuch defense being paid out of the Escrow Fund. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to cannot settle a matter other than for dollar damages without the Property to Buyer in sufficient time to allow for the timely close consent of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentBuyer.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees On the Closing Date and subject to open an escrow (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ the terms and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval conditions of this Agreement. Buyer shall, concurrent with including the delivery provisions of this Agreement deposit Five Thousand Dollars Section 11.3 and Zero cents ($5,000.00) into Escrow. Section 11.5, Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred or cause to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other the Escrow funds Agent an amount in cash equal to $23,500,000 and an amount in cash equal to the Adjustment Escrow Amount, to be maintained as segregated accounts; provided, however, if (i) the Securityholder Representative fails or refuses to execute the Escrow Agreement or (ii) if a general escrow account(s) and Securityholder fails to deliver the documentation reasonably required by the Escrow Agent with respect to “Know-Your-Customer” requirements, Buyer may be transferred elect in its sole discretion to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such accountevent described under clause (i), unless Seller requests another form of payment.” 2. Section 17 treat the Indemnity Escrow Amount and the Adjustment Escrow Amount, or, in the event described under clause (Buyer’s Conditions to Close) ii), that portion of the Agreement Indemnity Escrow Amount and the Adjustment Escrow Amount that would otherwise be released to such Securityholder, as holdback amounts and retain the Indemnity Escrow Amount and the Adjustment Escrow Amount (or such portions thereof, as applicable), subject to disbursement to the Securityholders or relinquishment to Buyer consistent with the terms of this Agreement, in which case references herein to the Indemnity Escrow Amount or the Adjustment Escrow Amount, as applicable, shall be amended refer to the amount so held back by Buyer, and restated references to the Indemnity Escrow Fund or the Adjustment Escrow Fund shall refer to the portion of the applicable holdback amount then remaining. The Securityholders’ respective Pro Rata Portions of the Indemnity Escrow Amount shall equal in its entirety as follows:the aggregate the Indemnity Escrow Amount. The Securityholders’ respective Pro Rata Portions of the Adjustment Escrow Amount shall equal in the aggregate the Adjustment Escrow Amount.

Escrow. ▇▇▇▇▇ agrees to open (a) At Closing, Radyne, the Principal Shareholders, the Shareholders’ Representative and Alliance Bank of Arizona (the “Escrow Agent”) shall enter into an escrow agreement in substantially the form attached hereto as Exhibit A (the “Escrow’Escrow Agreement”). The escrow agent will hold $2,000,000 (the “Escrow Amount”) in escrow (the “Escrow Fund”) as security to cover potential losses or other claims for which Radyne is entitled to indemnification or recovery pursuant to Article 8. Subject to any claims made by Radyne, the Escrow Amount will be released to the AeroAstro Shareholders within ten (10) days after the second anniversary of the Closing. (b) The parties hereto hereby acknowledge and agree that the Escrow Amount is intended to be treated as an installment obligation for purposes of Section 453 of the Code and, unless required by applicable law, no party shall take any action or filing position inconsistent with such characterization. The parties hereto further agree that, subject to any future Treasury Regulations or other changes in the law, pursuant to Proposed Treasury Regulation Section 1.468B-8, for tax reporting purposes, all items of income, deduction and credit relating to the Escrow Amount or any portion thereof in any tax year shall be reported as allocated to Radyne with respect to all periods on or prior to the date that the distribution of the Escrow Amount (or portion thereof) is determined, and with respect to all periods thereafter to Radyne and the AeroAstro Shareholders in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent their respective interests in the distribution in accordance with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Proposed Treasury Regulation Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”1.468B-8. The ▇▇▇▇▇▇▇ Money Deposits will be applied against Escrow Agreement shall provide for quarterly distributions from the Purchase Price at closingEscrow Fund to Radyne of amounts sufficient to pay any taxes due on any income earned on the Escrow Fund. All usual and reasonable feesAny income earned on the Escrow Fund, charges, and costs (including transfer taxes, if any) which arise in to the Escrowextent that such income exceeds the quarterly tax distributions, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, added to and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions become part of the Escrow Holder and Fund. Any portion of the Escrow Amount paid to the AeroAstro Shareholders shall be made in sufficient time to allow included as a payment of the purchase consideration for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title tax purposes (to the Property in sufficient time to allow for extent not treated as imputed interest). (c) In this Agreement, the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with term “Per Share Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow Amount” shall be deposited with other the Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in Amount divided by the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentFully Diluted Shares.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees (a) The Restricted Shareholder hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to open an transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow (“Escrow’) in accordance with agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”)and shall, located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval upon execution of this Agreement. Buyer shall, concurrent deliver and deposit with the delivery Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and share assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. [??As a further condition to the Company's and the Employer's obligations under this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as Agreement, the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against spouse of the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxesRestricted Shareholder, if any) which arise , shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C.??] Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver to the Restricted Shareholder the certificate or certificates representing such shares in the Escrowescrow agent's possession belonging to the Restricted Shareholder, and the escrow agent shall be paid by Buyer upon demand discharged of Escrow Holder. This Agreement constitutes all further obligations hereunder; provided, however, that the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance other restrictions imposed pursuant to this Agreement. Concurrent . (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ Restricted Shares in escrow and Seller. Buyer shall review while acting in good faith and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions exercise of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentits judgment.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees On the Closing Date and subject to open an escrow (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ the terms and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval conditions of this Agreement. Buyer shall, concurrent with including the delivery provisions of this Agreement deposit Five Thousand Dollars Section 11.3 and Zero cents ($5,000.00) into Escrow. Section 11.5, Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred or cause to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other the Escrow funds Agent an amount in cash equal to the Indemnity Escrow Amount and an amount in cash equal to the Adjustment Escrow Amount, to be maintained as segregated accounts; provided, however, if (i) the Securityholder Representative fails or refuses to execute the Escrow Agreement or (ii) if a general escrow account(s) and Securityholder fails to deliver the documentation reasonably required by the Escrow Agent with respect to “Know-Your-Customer” requirements, Buyer may be transferred elect in its sole discretion to any other such escrow trust account in any State or National Bank doing business in the State event described under clause (i), treat the Indemnity Escrow Amount and the Adjustment Escrow Amount, or, in the event described under clause (ii), that portion of Californiathe Indemnity Escrow Amount and the Adjustment Escrow Amount that would otherwise be released to such Securityholder, as holdback amounts and retain the Indemnity Escrow Amount and the Adjustment Escrow Amount (or such portions thereof, as applicable), subject to disbursement to the Securityholders or relinquishment to Buyer consistent with the terms of this Agreement, in which case references herein to the Indemnity Escrow Amount or the Adjustment Escrow Amount, as applicable, shall refer to the amount so held back by Buyer, and references to the Indemnity Escrow Fund or the Adjustment Escrow Fund shall refer to the portion of the applicable holdback amount then remaining. All disbursements The Securityholders’ respective Pro Rata Portions of the Indemnity Escrow Amount shall be made by wire transfer from such account, unless Seller requests another form equal in the aggregate the Indemnity Escrow Amount. The Securityholders’ respective Pro Rata Portions of paymentthe Adjustment Escrow Amount shall equal in the aggregate the Adjustment Escrow Amount.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ a. Subject to Section 7(c), the Investor must not Deal in the Restricted Securities during the Escrow Period. b. The parties hereto acknowledge and agree that: (i) from the commencement of trading of the Aura CDIs on the ASX pursuant to the Listing, the Restricted Securities will be registered and held for the Investor on the Issuer Sponsored Subregister whilst any restrictions under Section 7(a) apply to the Restricted Securities; (ii) the Company will instruct its registry to apply a Holding Lock to the Restricted Securities as soon as practicable after registration of the Restricted Securities on the Issuer Sponsored Subregister and the Investor hereby agrees to open an escrow the application of the Holding Lock; and (“Escrow’iii) the Company will do all things necessary to ensure that the Holding Lock is released: (1) to the extent necessary to permit Dealings in Restricted Securities permitted by this Section 7; (2) in full at the conclusion of the Escrow Period, including notifying ASX that the Restricted Securities will be released from the Holding Lock in accordance with the timing requirements set out in ASX Listing Rule 3.10A and instructing its registry to release the relevant Restricted Securities from the Holding Lock at the time that such release is required to permit the relevant Dealing under Section 7(c) or at the conclusion of the Escrow Period (whichever scenario is applicable). c. During the Escrow Period, the restriction in Section 7(a) shall not apply to any Dealing in any Restricted Securities if the Dealing is: (i) pursuant to a bona fide third-party tender offer for all outstanding Securities, merger, consolidation or other similar transaction approved by the Company’s Board of Directors and made to all holders of the Company’s voting securities involving a Change of Control of the Company (including, without limitation, the entering into any lock-up, voting or similar agreement pursuant to which the Investor may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities in connection with such transaction, or vote any Restricted Securities or other such securities in favor of any such transaction); provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such securities held by the Investor shall remain subject to this Agreement Section 7; (ii) pursuant to a sale by the Investor of any Restricted Securities (or shares received in exchange therefor) under Rule 144 within ninety (90) days without the public information, volume or manner of sale limitations of such rule, provided that: (1) the Investor notifies the Company of any such contemplated sale and provides details of the number of Restricted Securities required to be released, and their required date of release, from escrow for the purposes of that sale, at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than least seven (7) days after City Council approval Business Days before such required date of release from escrow; and (2) in the event that such sale is not completed, such Restricted Securities shall remain subject to this Section 7 (and the Investor agrees to enter into a separate escrow agreement with respect to those Restricted Securities on the same terms as this Section 7) (iii) in connection with a buy-back of Securities or similar process which has been made available to holders of Securities on a substantially pro rata basis; (iv) in connection with the death or incapacity of the Investor, provided that the transferee has agreed to be bound by a deed in substantially the same terms as this Section 7 in respect of the Restricted Securities; or (v) required by applicable law (including an order of a court of competent jurisdiction). d. For the purposes of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows7:

Escrow. ▇▇▇▇▇ agrees (a) On or prior to open the Closing Date, the Stockholders’ Representative, the Parent and Branch Banking and Trust Company (the “Escrow Agent”) shall enter into an escrow agreement in substantially the form attached hereto as Exhibit D (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (the “Escrow HolderAgreement”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 . (b) above. These deposits may be referred to herein as Parent shall withhold Seven Million Dollars ($7,000,000) (the “▇▇▇▇▇▇▇ Money DepositsInitial Escrow Amount”) from the Merger Consideration to be paid at Closing and deposit such amount into escrow pursuant to the terms of the Escrow Agreement. (c) Parent shall withhold an amount up to ten percent (10%) of any Initial Order Cash Consideration or Performance Payment that may become payable (the “Additional Escrowed Funds”) and deposit such amounts in to escrow pursuant to the terms of the Escrow Agreement such that, when added to the Initial Escrow Amount, such amounts bring the total funds deposited into escrow to a total of Nine Million Two Hundred Fifty Thousand Dollars ($9,250,000) (the “Escrow Amount”). (d) The Escrow Amount shall be deposited in an interest-bearing escrow account, pursuant to the terms of the Escrow Agreement. The ▇▇▇▇▇▇▇ Money Deposits will Pursuant to and subject to the terms and conditions of the Escrow Agreement, the Escrow Amount shall be applied against held in escrow until receipt by the Purchase Price at closing. All usual Escrow Agent of joint written instructions from the Parent and reasonable fees, charges, and costs the Stockholders’ Representative (including transfer taxes, if anydirecting the Escrow Agent to release funds either to Parent or to the Payments Administrator for further distribution to the Participating Holders) which arise or as otherwise provided in the EscrowEscrow Agreement. Pursuant to and subject to the terms and conditions of the Escrow Agreement, the Escrow Amount shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes held in escrow until the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered date that is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine twelve (4912) months after the Effective Date Closing Date. (June 30e) Notwithstanding any provisions of this Agreement to the contrary, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean (i) the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit Parent shall be made in accordance with treated for income Tax purposes as the wire transfer instructions beneficial owner of the Escrow Holder Amount and shall be made in sufficient all earnings thereon until such time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title as any such funds are distributed pursuant to the Property in sufficient time Escrow Agreement, and (ii) until distributed, such funds shall secure the payment of (a) the purchase price adjustments, if any, pursuant to allow for Section 1.12 and (b) the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to Close) indemnity obligations of the Agreement shall be amended and restated in its entirety as follows:Participating Holders pursuant to ARTICLE IX.

Escrow. ▇▇▇▇▇ agrees (a) At or prior to open the Closing, the Purchaser Representative, the Seller Representative and an escrow agent mutually acceptable to the Company and the Purchaser, acting reasonably (the “Escrow’Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Parties (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent four percent (4%) of the Merger Consideration Shares (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), by the Escrow Agent in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“the terms of Article VI hereof and the Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shallThe Escrow Property shall be allocated among and transferred to the Company Shareholders pro rata based on their respective Pro Rata Share. The Escrow Property shall serve as a security for, concurrent with and a source of payment of, the delivery Indemnified Parties’ indemnity rights pursuant to Article VI. Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 Merger Consideration Shares received by the Company Shareholders pursuant to Article I hereof. (b) above. These deposits may The Escrow Property shall not be referred subject to herein as any indemnification claim to the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against extent made after the Purchase Price at closing. All usual and reasonable fees, charges, and costs date which is eighteen (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (4918) months after the Effective Closing Date (June 30the “Expiration Date”); provided, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant however, with respect to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be any indemnification claims made in accordance with Article VI hereof on or prior to the wire transfer instructions Expiration Date (including those at are revised or adjusted in accordance with Article VI after the Expiration Date) that remain unresolved at the time of the Expiration Date (“Pending Claims”), all or a portion of the Escrow Holder Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved pursuant to the provisions of Article VI. After the Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be made in sufficient time to allow for transferred by the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title Agent to the Property in sufficient time to allow for Company Shareholders that have previously delivered the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title Transmittal Documents to the Surviving Company or the Purchaser in accordance with Section 1.9, with each such Company Shareholder receiving its Pro Rate Share of such Escrow Property. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any Escrow Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business remaining in the State Escrow Account to the Company Shareholders that have previously delivered the Transmittal Documents to the Surviving Company or the Purchaser in accordance with Section 1.9, with each such Company Shareholder receiving its Pro Rata Share of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentEscrow Property.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees to open an escrow (“Escrow’a) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the current balance of the Purchase Price Escrow Fund (as defined in Section 2.2), together with additional funds as set forth in the statement. The deposit shall any subsequent contributions made or to be made by the Company, constitute the entire Escrow Fund to be held, administered and disposed of by the Escrow Agent in accordance with the wire transfer instructions terms of the Plans and as provided in this Escrow Holder Agreement. The Escrow Fund (and any earnings thereon) shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of the Plan participants and will be subject to the claims of the Company’s general creditors as herein set forth. (b) Without limiting the generality of the foregoing, the Company shall make payments or contributions to the Escrow Agent equal in value to any additional amount which is determined at the end of each calendar year, or at more frequent times as may be determined by the Company, by an actuary or certified public accountant selected by the Company to be necessary or sufficient to provide for or otherwise assure the payment of benefits then accrued, payable, or to be payable under the Plans based on deferrals up to that point in time, which payment or contribution may be cash and/or property including life insurance policies (which shall then be included under the defined term “Life Insurance Policies” hereunder) and shall be made in sufficient as promptly as practicable after the end of each calendar year or such other more frequent times as determined by the Company. (c) The Company may, at any time or from time to allow for the timely close of Escrow. Buyer shall execute and time, deposit into escrow additional monies to pay premiums on specific Life Insurance Policies designated by the Company and to pay interest on any policy loans which interest is incurred and payable during the first seven years of any such policy. Upon the occurrence of such deposit, the Escrow Fund shall be deemed enlarged so that the Escrow Fund will thereafter be maintained at a Certificate of Acceptance accepting fee title level to pay accrued benefits to the Property Participants under the Plans based on deferrals to that point in sufficient time and also to pay premiums on the designated policies and to pay interest on such policy loans. (d) If at any time or from time to allow for time a certified public accountant or actuary selected by the timely close Company determines that the then present value of Escrow. Seller shall execute the Escrow Fund (including, but not limited to, the cash surrender value of any Life Insurance Policies and deliver into ▇▇▇▇▇▇ any proceeds from Life Insurance Policies), using an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title annual discount rate equal to the Property Company’s then-current long term annual borrowing rate, is larger than necessary to Buyer pay benefits then accrued, payable, or to be payable under the Plans based on deferrals up to that point in sufficient time time, and to allow for pay policy premiums and make interest payments on policy loans if the timely close of Escrow. Seller Company shall have made a deposit under Section 2.1(c), then the Escrow Agent shall forthwith transfer, deliver, and Buyer agree assign to deposit with Escrow Holder the Company such funds or property (including, but not limited to, any additional instruments proceeds from Life Insurance Policies or Life Insurance Policies themselves) as may be reasonable and necessary to complete this transaction specified in a timely mannerwritten instruction to the Escrow Agent from the Company so that the Escrow Fund is not overfunded. All funds received in Escrow Said written instruction shall be deposited in the form of a letter signed by the Controller or Assistant Controller of the Company and shall be accompanied by an affidavit of the Controller or Assistant Controller, which shall state to the effect that, based on the opinion of the aforesaid actuary or certified public accountant selected by the Company, after the delivery of such funds or property to the Company, the Escrow Fund will not be underfunded or overfunded (i) for purposes of paying accrued benefits under the Plans (assuming that payment of such benefits were to commence as of the date of the letter or within 10 days thereof) to Participants when such benefits become due and payable based on deferrals up to the end of the month prior to the date of said written instruction and (ii) for purposes of Section 2.1(c) if the Company shall have made a deposit under Section 2.1(c). Upon receipt of the foregoing written instruction, the Escrow Agent shall forthwith deliver, transfer, and assign to the Company the funds and/or property (including but not limited to any Life Insurance Policies together with other all incidents of ownership relating thereto) specified in the written instruction. (e) Any actuary or certified public accountant that provides an opinion or advice in connection with this Escrow funds Agreement shall have discretion to use such assumptions as he or she deems reasonably appropriate in a general escrow account(s) and providing any opinions or advice. In addition, any such opinion or advice may be transferred to based upon reasonable estimates or may use estimated numbers or projections which are deemed reasonable. Notwithstanding the foregoing, any other such escrow trust account actuary or certified public accountant that provides an opinion or advice in any State or National Bank doing business connection with the funding requirements of this Escrow Agreement shall assume, for purposes of calculating EDCP benefits, that all participants in the State of California. All disbursements shall EDCP (other than those who have already terminated and are receiving the rate described in the EDCP (the “Termination Rate”) will be made by wire transfer from entitled to their Retirement Account (as such account, unless Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to Closeterm is defined in the EDCP) balances as of the date of the calculation. Notwithstanding anything in this Escrow Agreement to the contrary, for the purpose of funding EDCP accounts, this Escrow Agreement shall be amended deemed sufficiently funded at any point in time if the Escrow Fund has sufficient assets at that time to pay the total amount of all EDCP account balances (the Retirement Rate balances) plus the Termination Rate balances of terminated employees who are receiving the Termination Rate; provided, however, that immediately prior to a Change in Control (as this term is defined in the EDCP), the Company shall calculate and restated increase the funding of the Escrow Fund, if necessary, so that the present value of all EDCP accounts will, prior to the Change in its entirety Control, be fully funded based on the following required assumptions: (i) All EDCP Participants will receive the applicable Retirement Rate for their EDCP accounts (except for those who have terminated employment and are receiving the Termination Rate in which case it will be assumed that they continue to receive this rate). (ii) Distribution of Participants’ accounts (in addition to those already in distribution) will commence three years after the Change in Control or age 55 if earlier based on the assumption Participants will terminate employment at that time. (iii) Distributions will occur according to the payment schedules elected by Participants in their deferral participation agreements. (iv) The discount rate used at the time this funding is calculated to determine any increase in funding will be the Ten Year Treasury Note Rate on the business day before the funding amount is calculated minus 1%. The Ten Year Treasury Note Rate will be the rate shown in the Credit Markets Column of The Wall Street Journal under “Treasury 10+ yr” or if no longer so published, in another publication or report that provides this rate. The Company may rely on the opinion of any actuary, a certified public accountant, or an investment adviser in making this calculation. If there is any disagreement concerning these calculations including the Ten Year Treasury Note Rate, a consultant as follows:identified by the Company’s Chief Executive Officer will make the final decision. Nothing herein will prevent the Company from providing additional funding if the Company decides additional funding at any time is appropriate to fully fund the Escrow Fund and nothing herein will negate the requirement for funding DCP accounts of EDCP Participants at their account balances or funding other obligations required to be funded pursuant to this Escrow Agreement. Any such accountant or actuary shall have no liability to the Company, the Escrow Agent, or any Participant or beneficiary if such assumptions, projections, or estimates are subsequently held erroneous (other than by reason of fraud or intentional miscalculation).

Escrow. As of the Closing, Buyer shall deposit in escrow cash in the amount of $[**] (the “Escrow Amount”), to be held to fund in part the indemnification obligations of the Stockholders and Optionholders under ARTICLE VIII of this Agreement; provided that, in the event of any adjustment owed by the Stockholders and Optionholders pursuant to Section 2.11, Buyer shall be entitled to recover such amounts out of the Escrow Amount or from the Stockholders and Optionholders directly. Buyer and the Representative (on behalf of the Stockholders and Optionholders) shall enter into an escrow agreement in the form attached hereto as Exhibit C (the “Escrow Agreement”) with ▇▇▇▇▇ agrees to open an escrow Fargo Bank, National Association (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (the “Escrow HolderAgent”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ) to govern the terms and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office release of the County RecorderEscrow Amount. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as As more fully set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions Escrow Agreement, [**] of the Escrow Holder Amount, less (i) the amount of any claims made by Buyer in good faith against the Escrow Amount which are pending as of such date, and (ii) any amounts paid to Buyer from the Escrow Amount prior to such date, shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title released to the Property Representative (on behalf of the Stockholders and Optionholders) on the date which is [**] following the Closing Date and the remaining Escrow Amount, including any interest earned thereon from the Closing Date, less (x) the amount of any claims made by Buyer in sufficient time good faith against the Escrow Amount that are pending as of such date, and (y) and amounts paid to allow for Buyer from the timely close of Escrow. Seller Escrow Amount prior to such date, shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title be released to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 Representative (Buyer’s Conditions to Close) on behalf of the Agreement shall be amended Stockholders and restated in its entirety as follows:Optionholders) on the date which is [**] following the Closing Date.

Escrow. ▇▇▇▇▇ agrees 9.1 On the Completion Date, the Purchaser shall transfer that number of New OpenTV Shares (valued at (Pounds)10.43 per share) which is equal to open 15% of the Consideration payable on Completion on account of the Vendors in an amount equal to their proportionate Consideration to be registered in the name of, and be deposited with an escrow agent (“Escrow’the "Escrow Agent"), whose receipt shall be an absolute discharge therefor, such deposit to constitute the escrow fund (the "Escrow Fund") in accordance with and to be governed by this Agreement at ▇▇▇▇▇▇▇ Title and the Escrow Agreement. 9.2 Such Escrow Shares together with any cash paid pursuant to clause 9.1 shall constitute the "Escrow Fund". In the event that the Purchaser is entitled to recover any amount under this agreement for an Agreed Claim, pursuant to clause 10.7 or pursuant to clause 19.2, the Escrow Fund shall be used to satisfy the liabilities of the Vendors. 9.3 The Escrow Fund shall continue to be held by the Escrow Agent until its termination which shall happen upon the latest to occur of the following: 9.3.1 one year after the Completion Date; 9.3.2 the date of the exhaustion of the Escrow Fund as a consequence of transfers to the Purchaser as a result of Agreed Claims; and 9.3.3 where the Purchaser has made a Notified Claim during the period one year after the Completion Date, the date when there is a final determination of whether such claim becomes an Agreed Claim and such claims (“to the extent that they, in fact, become Agreed Claims) have been fully satisfied out of the Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Fund. 9.4 The Purchaser shall not unreasonably withhold its consent to the release of some of the Escrow Shares and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth cash in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxesPounds Sterling, if any) which arise , after the expiry of the date one year after the Completion Date if, in the EscrowPurchaser's reasonable opinion, the remaining Escrow Shares or cash held after such release are reasonably adequate to cover potential liabilities in relation to claims formerly notified. Any such Escrow Shares or cash released shall be paid by Buyer dealt with pursuant to clause 9.5 as if they had been released upon demand a termination of the Escrow Fund. 9.5 Upon the Escrow Fund terminating, the Escrow Agent shall deliver to the Vendors all Escrow Shares and other property remaining in the Escrow Fund. Deliveries of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder Shares to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance Vendors pursuant to this Agreement. Concurrent with clause 9.5 and the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit Agreement shall be made in proportion to their respective original contributions to the Escrow Fund. 9.6 All Notified Claims shall be resolved by mutual agreement amongst the parties within 90 days of notification, if possible, failing which by arbitration in accordance with the wire transfer instructions rules of the Escrow Holder and shall be made London Court of International Arbitration, with the seat of arbitration in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such accountLondon, unless Seller requests another form of paymentEngland.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees To insure the availability for delivery of Restricted Shares upon repurchase by the Company pursuant to open the Repurchase Right hereunder and, if applicable, delivery of Unvested Option Shares upon repurchase by the Company pursuant to the early exercise repurchase right (the “Early Exercise Repurchase Right”) set forth in the Unvested Stock Repurchase Agreement, the Participant hereby appoints the Secretary of the Company, or any other person designated by the Company, as escrow agent, as the Participant’s attorney-in- fact to sell, assign and transfer unto the Company, such Restricted Shares and/or Unvested Option Shares (as applicable), if any, repurchased by the Company pursuant to the Repurchase Right or the Early Exercise Repurchase Right. The Participant shall, upon the exercise of a vested portion of the Incentive Stock Option or an unvested portion of the Incentive Stock Option, as the case may be, and receipt of the Vested Option Shares or Unvested Option Shares, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the Share certificates representing the Restricted Shares and/or Unvested Option Shares (as applicable), together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit B1 with respect to Vested Option Shares or Exhibit B2 with respect to Unvested Option Shares. The Restricted Shares or Unvested Option Shares, as the case may be, and the stock assignment shall be held by the Secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company and Participant attached hereto as Exhibit C, until, if applicable, the Company exercises the Early Exercise Repurchase Right set forth in the Unvested Stock Repurchase Agreement, or exercises the Repurchase Right as provided hereunder, or until the Shares are no longer subject to such repurchase rights. Any Unvested Option Shares that become Vested Option Shares and are subject to the Repurchase Right shall remain in escrow (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ the terms and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval conditions of this Agreement. Buyer shallUpon the expiration of the Repurchase Right, concurrent with the delivery Secretary of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions the Company, or any other person designated by the Company, as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrowescrow agent, shall be paid by Buyer promptly, upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Partieswritten request, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possibleor periodically without written request, but in all events by either case no later more than forty-nine (49) months after once per calendar year, deliver to the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean Participant the date necessary instruments of conveyance are recorded certificate or certificates representing such Vested Option Shares in the office escrow agent’s possession belonging to the Participant, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Shares; provided, however, that the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary escrow agent shall nevertheless retain such certificate or proper in certificates as the issuance of title insurance escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. 4.1 For the purpose of the transactions contemplated in this Agreement, the Parties agree to appoint JunZeJun Law Offices, as third party escrow agent (the “Escrow Agent”) and an Escrow Services Agreement will be signed simultaneously with the execution of this Agreement in a form and substance as set forth in Exhibit 4.1. The Escrow Services Agreement shall include a provision stating that (i) in the event Chengshan exercises the Chengshan Call Option, the Escrow Agent shall insert a number that is equal to 65% of the Option Price into the blank space in the definition of the Purchase Price under Section 1.2 of the Chengshan Equity Transfer Agreement as the Purchase Price, and shall fill in the dates of the Chengshan Equity Transfer Agreement, and the executed board resolutions and shareholder resolutions included in the Transaction Documents for Chengshan Group’s Purchase, and (ii) in the event Chengshan exercises the Chengshan Put Option or Cooper exercises the Cooper Option, then the Escrow Agent shall insert a number that is equal to 35% of the Option Price into the blank space in the definition of the Purchase Price under Section 1.2 of the Cooper Equity Transfer Agreement as the Purchase Price and shall fill in the dates of the Cooper Equity Transfer Agreement, and the executed board resolutions and shareholder resolutions included in the Transaction Documents for ▇▇▇▇▇▇’▇ Purchase. 4.2 Simultaneously with the signing of this Agreement, Chengshan and Cooper shall deliver executed copies of undated Transaction Documents for Chengshan Group’s Purchase, Transaction Documents for ▇▇▇▇▇▇’▇ Purchase, Withdraw Documents for Chengshan Group’s Purchase, Withdraw Documents for ▇▇▇▇▇▇’▇ Purchase, Unwinding Documents for Chengshan Group’s Purchase, and Unwinding Documents for ▇▇▇▇▇▇’▇ Purchase (each as defined below), in each case executed by all the parties thereto, to the Escrow Agent, to be held in escrow. 4.2.1 The following documents (collectively, the “Transaction Documents for Chengshan Group’s Purchase”) will be placed into escrow and released in accordance with Article 4.3.1 below: (a) an agreement, in form and substance as the “Agreement for The Transfer of Equity Interest in ▇▇▇▇▇▇ agrees Chengshan (Shandong) Tire Company Limited” attached hereto as Exhibit 4.2.1(a) (the “Chengshan Equity Transfer Agreement”) in connection with the purchase of ▇▇▇▇▇▇’▇ interest in CCT by Prairie; (b) a TBR Offtake Agreement between CCT and CTB in the form and substance as set forth in Exhibit 4.2.1(b); (c) a PCR Offtake Agreement between CCT and CTB in the form and substance as set forth in Exhibit 4.2.1(c); (d) a termination agreement between CCT and CTB for the Trademark License Agreement dated October 27, 2005 by and among CCT and CTB in the form and substance as set forth in Exhibit 4.2.1(d); (e) a termination agreement between CCT and CTB for the Technical Assistance and Technology License Agreement dated October 27, 2005 by and among CCT and CTB in the form and substance as set forth in Exhibit 4.2.1(e); (f) a termination notice from CTBX Company to open CCT for the Secondment Agreement dated February 4, 2006 by and among CTBX Company and CCT in the form and substance as set forth in Exhibit 4.2.1(f); (g) a patent and domain name assignment agreement between CCT and CTB in the form and substance as set forth in Exhibit 4.2.1(g); (h) a transition service agreement in the form and substance as set forth in Exhibit 4.2.1(h); (i) the board resolutions by Prairie and the board resolutions by Cooper approving the execution of Chengshan Equity Transfer Agreement; and (j) a board resolution of CCT approving the transactions contemplating under the Chengshan Equity Transfer Agreement. 4.2.2 The following documents (collectively, the “Transaction Documents for ▇▇▇▇▇▇’▇ Purchase”) will be placed into escrow and released in accordance with Article 4.3.2 below: (a) an agreement, in form and substance as the “Agreement for The Transfer of Equity Interest in Cooper Chengshan (Shangdong) Tire Company Limited” attached hereto as Exhibit 4.2.2(a) (the “Cooper Equity Transfer Agreement”, and, together with the Chengshan Equity Transfer Agreement, the “Equity Transfer Agreement”) in connection with the purchase of Chengshan’s interest in CCT by Cooper, (b) a transition services agreement in the form and substance as set forth in Exhibit 4.2.2(b); (c) a patent assignment agreement between CCT and Chengshan in the form and substance as set forth in Exhibit 4.2.2(c); (d) a termination agreement in the form and substance as set forth in Exhibit 4.2.2(d); (e) the shareholders’ meeting resolutions by Chengshan and the board resolutions by Cooper approving the execution of Cooper Equity Transfer Agreement; and (f) a board resolution of CCT approving the transactions contemplating under the Cooper Equity Transfer Agreement. 4.2.3 The following documents (the “Withdraw Documents for Chengshan Group’s Purchase”) will be placed into escrow and released in accordance with Article 4.4: (a) a Petition for Withdrawing the Application in the form and substance as set forth in Exhibit 4.2.3(a). 4.2.4 The following documents (the “EscrowWithdraw Documents for ▇▇▇▇▇▇’▇ Purchase”) will be placed into escrow and released in accordance with this Article 4.5: (a) a Petition for Withdrawing the Application in the form and substance as set forth in Exhibit 4.2.4(a). 4.2.5 The following documents (the “Unwinding Documents for Chengshan Group’s Purchase”) will be placed into escrow and released in accordance with Article 4.6: (a) an Application for Unwinding of the Approval in the form and substance as set forth in Exhibit 4.2.5(a). 4.2.6 The following documents (the “Unwinding Documents for ▇▇▇▇▇▇’▇ Purchase”) will be placed into escrow and released in accordance with Article 4.7: (a) an Application for Unwinding of the Approval in the form and substance as set forth in Exhibit 4.2.6(a). 4.3 Upon the receipt by the Escrow Agent of either Chengshan’s Exercise Notice or ▇▇▇▇▇▇’▇ Exercise Notice, the Escrow Agent shall immediately release to the Parties original copies of the following documents: 4.3.1 if Chengshan exercises Chengshan’s Call Option, the Chengshan Equity Transfer Agreement (i.e., Article 4.2.1(a)) and the executed board resolutions included in the Transaction Documents for Chengshan Group’s Purchase (i.e., Article 4.2.1(i) and 4.2.1(j)); or 4.3.2 if Chengshan exercises Chengshan’s Put Option or ▇▇▇▇▇▇ exercises ▇▇▇▇▇▇’▇ Option, the ▇▇▇▇▇▇ Equity Transfer Agreement (i.e., Article 4.2.2(a)) and the executed board resolutions and shareholder resolutions included in the Transaction Documents for ▇▇▇▇▇▇’▇ Purchase (i.e., Article 4.2.2 (e) and 4.2.2 (f)). 4.4 Upon the receipt by the Escrow Agent of the ▇▇▇▇▇▇ Withdraw Notice (as defined below), the Escrow Agent shall immediately release to Cooper original copies of the Withdraw Documents for Chengshan Group’s Purchase set out in Article 4.2.3. 4.5 Upon receipt by the Escrow Agent of the Chengshan Group Withdraw Notice (as defined below), the Escrow Agent shall immediately release to Chengshan original copies of the Withdraw Documents for ▇▇▇▇▇▇’▇ Purchase set forth in Section 4.2.4. 4.6 Upon receipt by the Escrow Agent of the ▇▇▇▇▇▇ Unwinding Notice (as defined below), the Escrow Agent shall immediately release to Cooper original copies of the Unwinding Documents for Chengshan Group’s Purchase set forth in Section 4.2.5. 4.7 Upon receipt by the Escrow Agent of the Chengshan Group Unwinding Notice(as defined below), the Escrow Agent shall immediately release to Chengshan original copies of the Unwinding Documents for ▇▇▇▇▇▇’▇ Purchase set forth in Section 4.2.6. 4.8 The Party that is purchasing the other Party’s equity interest in CCT shall provide such other Party and the Escrow Agent written notice indicating that the conditions for Closing (as defined in the applicable Equity Transfer Agreement) set forth in Article 2 of the applicable Equity Transfer Agreement have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing (as defined in the applicable Equity Transfer Agreement), but subject to the fulfillment or waiver of those conditions), within 5 business days (which shall not be subject to the Cure Period) of the satisfaction of such conditions. Such notice shall include a copy of CCT’s newly issued business license reflecting the transfer of equity. Upon the receipt of such written notice, the Escrow Agent shall release simultaneously with the closing of the equity transfer transaction contemplated in the applicable Equity Transfer Agreement the original copies of all the remaining documents from either the Transaction Documents for Chengshan Group’s Purchase, in the event that Prairie is the purchaser, or the Transaction Documents for ▇▇▇▇▇▇’▇ Purchase, in the event that ▇▇▇▇▇▇ is the purchaser, to Chengshan and ▇▇▇▇▇▇. 4.9 Upon the earliest of (a) both Chengshan and ▇▇▇▇▇▇ failing to properly exercise Chengshan’s Option or ▇▇▇▇▇▇’▇ Option, as applicable, before all such Options expire pursuant to the terms of this Agreement, (b) written notice from ▇▇▇▇▇▇ or Chengshan if the Option Commencement Date has not occurred on or before the Option Commencement Deadline, (c) written instructions from ▇▇▇▇▇▇ and Chengshan, (d) 10 calendar days after release by the Escrow Agent of the documents in Article 4.8, or (e) the termination of this Option Agreement in accordance with Article 6, the Escrow Agent shall destroy all other remaining Transaction Documents for Chengshan Group’s Purchase, Transaction Documents for ▇▇▇▇▇▇’▇ Purchase, Withdraw Documents for Chengshan Group’s Purchase, Withdraw Documents for ▇▇▇▇▇▇’▇ Purchase, Unwinding Documents for Chengshan Group’s Purchase, and Unwinding Documents for ▇▇▇▇▇▇’▇ Purchase which have not been previously released. 4.10 For the purpose of this Article 4, the release of the documents by the Escrow Agent to ▇▇▇▇▇▇ or Chengshan shall be delivered to the following addresses, or to such other address as may be hereafter designated in writing on seven (7) days’ notice by the relevant Party: CHENGSHAN Address: ▇▇. ▇▇, ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, PRC Tel: ▇▇▇▇-▇▇▇▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of EscrowFax: ▇▇▇▇-▇▇▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Address: ▇/▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ World Office 1, ▇▇.▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:Tel: ▇▇▇▇-▇▇▇▇▇▇▇▇ Fax: ▇▇▇▇-▇▇▇▇▇▇▇▇ Attn: Partner-in-Charge

Escrow. ▇▇▇▇▇ agrees To insure the availability for delivery of Restricted Shares upon repurchase by the Company pursuant to open the Repurchase Right hereunder and, if applicable, delivery of Unvested Option Shares upon repurchase by the Company pursuant to the early exercise repurchase right (the “Early Exercise Repurchase Right”) set forth in the Unvested Stock Repurchase Agreement, the Participant hereby appoints the Secretary of the Company, or any other person designated by the Company, as escrow agent, as the Participant’s attorney-in- fact to sell, assign and transfer unto the Company, such Restricted Shares and/or Unvested Option Shares (as applicable), if any, repurchased by the Company pursuant to the Repurchase Right or the Early Exercise Repurchase Right. The Participant shall, upon the exercise of a vested portion of the Nonstatutory Stock Option or an unvested portion of the Nonstatutory Stock Option, as the case may be, and receipt of the Vested Option Shares or Unvested Option Shares, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the Share certificates representing the Restricted Shares and/or Unvested Option Shares (as applicable), together with the stock assignment, duly endorsed in blank, attached hereto as Exhibit B1 with respect to Vested Option Shares or Exhibit B2 with respect to Unvested Option Shares. The Restricted Shares or Unvested Option Shares, as the case may be, and the stock assignment shall be held by the Secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company and Participant attached hereto as Exhibit C, until, if applicable, the Company exercises the Early Exercise Repurchase Right set forth in the Unvested Stock Repurchase Agreement, or exercises the Repurchase Right as provided hereunder, or until the Shares are no longer subject to such repurchase rights. Any Unvested Option Shares that become Vested Option Shares and are subject to the Repurchase Right shall remain in escrow (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ the terms and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval conditions of this Agreement. Buyer shallUpon the expiration of the Repurchase Right, concurrent with the delivery Secretary of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions the Company, or any other person designated by the Company, as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrowescrow agent, shall be paid by Buyer promptly, upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Partieswritten request, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possibleor periodically without written request, but in all events by either case no later more than forty-nine (49) months after once per calendar year, deliver to the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean Participant the date necessary instruments of conveyance are recorded certificate or certificates representing such Vested Option Shares in the office escrow agent’s possession belonging to the Participant, and the escrow agent shall be discharged of all further obligations hereunder with respect to those Shares; provided, however, that the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary escrow agent shall nevertheless retain such certificate or proper in certificates as the issuance of title insurance escrow agent may be required pursuant to other restrictions imposed pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees to open (a) At the Effective Time, Parent, Merger Sub, Company, the Representative and the Escrow Agent shall execute and deliver an escrow agreement substantially in the form of the attached Exhibit A (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (the “Escrow HolderAgreement”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ) under which U.S. Bank Corporate Trust Services or other Person mutually satisfactory to Parent and deposit a fully executed copy of this Agreement by no later than seven Company shall act as escrow agent (7the “Escrow Agent”) days after City Council approval of this Agreement. Buyer shall, concurrent with respect to the Escrowed Consideration deposited with the delivery of this Agreement Escrow Agent. Parent shall deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer the Escrowed Consideration with the Escrow Agent, which shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions be withheld from the Merger Consideration as provided in Section 2.5 in connection with the indemnification obligations set forth in Section 4 7.2. (b) above. These deposits may be referred Subject to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against provisions of this Section 2.6 and the Purchase Price at closing. All usual and reasonable feesEscrow Agreement, charges, and costs (including transfer taxes, if any) which arise in the Escrow, Escrowed Consideration shall be paid to the Preferred Stockholders on the Claim Date, as reduced by Buyer upon demand the amount of Escrow Holder. This Agreement constitutes any indemnification payments based on, arising from or in connection with all claims for indemnification asserted in writing prior to the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Claim Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to Section 7.2 that have not been fully resolved. (c) For all purposes of this Agreement and the Escrow Agreement. Concurrent with the opening of Escrow, Escrow Holder whenever Parent Shares shall order a Preliminary Title Report for the subject Property be required to be delivered for review by both ▇▇▇▇▇ and Sellerto satisfy an indemnity or contribution obligation of any Party hereto, each Parent Share shall be valued at the Parent Share Valuation. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shallIn the event of any stock split, upon receipt of a statement of estimated closing cost from Escrow Holderreverse stock split, deposit the balance stock combination or reclassification of the Purchase Price together Parent Shares or any merger, consolidation or combination of Parent with additional funds any other entity or entities, the deemed value specified above for the Parent Shares shall be proportionally adjusted so that the deemed value of the Parent Shares after such event shall be the same as set forth in the statementdeemed value of the Parent Shares prior to such event. The deposit All such adjustments shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentsuccessively.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees (a) At the Effective Time, Parent shall deliver or cause the Surviving Corporation to open an escrow deliver (“Escrow’i) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title the Escrow Consideration and the Management Carve-Out Escrow Consideration (collectively, the “Escrow HolderAmount”) and (ii) the Representative Fund Consideration and the Management Carve-Out Representative Fund Consideration (collectively, the “Representative Fund Amount”) to JPMorgan Chase Bank, National Association, as escrow agent (the “Escrow Agent”) pursuant to the provisions of the escrow agreement in the form attached as Exhibit B hereto, subject to any amendments to such form requested by the Escrow Agent and mutually agreed to by Parent and the Representative (the “Escrow Agreement”). The Escrow Agreement shall be executed at the Closing by and among Parent, located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇the Representative, ▇▇▇ ▇▇▇▇▇on behalf of the Indemnifying Securityholders, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy the Escrow Agent, and shall provide Parent with recourse against the shares of this Agreement Parent Common Stock held in escrow as the Escrow Amount by no later than seven the Escrow Agent (7the “Escrow Shares”) days after City Council approval of this Agreement. Buyer shallwith respect to any and all Parent Claims made under Section 14, concurrent with subject to the delivery of this Agreement deposit Five Thousand Dollars terms and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual Escrow Agreement and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree Escrow Shares (or any portion thereof) shall be distributed to do all acts reasonably necessary to close Escrow as soon as possiblethe Indemnifying Securityholders and Parent at the times, but in all events by no later than forty-nine (49) months after and upon the Effective Date (June 30terms and conditions, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statementEscrow Agreement. The deposit escrow described above shall commence at the Effective Time. (b) On the 18-month anniversary of the Closing Date (the “First Expiration Date,” and the period commencing at the Effective Time and ending on the First Expiration Date shall be made referred to as the “First Escrow Period”), if the number of Escrow Shares then in escrow exceeds two- thirds of the number of Escrow Shares deposited into escrow at the time of Closing, as adjusted for any stock split, dividend or the like (the “Two-Thirds Escrow Number”), then a number of Escrow Shares equal to the Two-Thirds Escrow Number shall be retained in escrow and the remaining Escrow Shares shall be released to the Indemnifying Securityholders in accordance with the wire transfer instructions Escrow Agreement; provided, however, that if any Parent Claims remain unsatisfied on the First Expiration Date, no Escrow Shares shall be released to the Indemnifying Securityholders if and to the extent that the release of such Escrow Shares would cause the number of Escrow Shares remaining in escrow to be less than the sum of (i) the Two-Thirds Escrow Number, plus (ii) 100% of the number of Escrow Shares which, in the reasonable judgment of Parent (subject to the objection of the Representative and the subsequent resolution of the matter in the manner provided in Section 14.9), is necessary to satisfy any unsatisfied Parent Claims properly asserted on a timely basis by a Parent Indemnified Party on or prior to the First Expiration Date in any Officer’s Certificates delivered to the Representative pursuant to Section 14. (c) On the 36-month anniversary of the Closing Date (the “Second Expiration Date,” and the period commencing immediately after the expiration of the First Escrow Period and ending on the Second Expiration Date shall be referred to as the “Second Escrow Period”), any and all Escrow Shares that remain in escrow on such date shall be released from escrow; provided, however, that the portion of the Escrow Holder and shall be made Shares which, in sufficient time to allow for the timely close reasonable judgment of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title Parent (subject to the Property objection of the Representative and the subsequent resolution of the matter in sufficient time the manner provided in Section 14.9), is necessary to allow for the satisfy any unsatisfied Parent Claims properly asserted on a timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title basis by a Parent Indemnified Party on or prior to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments First Expiration Date or Second Expiration Date, as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account applicable, in any State or National Bank doing business Officer’s Certificates delivered to the Representative pursuant to Section 14 shall remain in the State of California. All disbursements shall be made by wire transfer from foregoing escrow until such accountclaims have been finally resolved, unless Seller requests another form of paymentor, if earlier, until released in accordance with Section 14.9 below.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees (a) Immediately prior to open the Effective Time, an escrow (“the "Escrow’") shall be established with a bank or trust company designated by the Parent and reasonably acceptable to the Shareholders (the "Escrow Agent") on the terms set forth in accordance Sections 9.6 through 9.9 (collectively, the "Escrow Terms"). At the Closing, the Escrow Shares shall be deposited with this Agreement at ▇▇▇▇▇▇▇ Title the Escrow Agent by the Parent. The Escrow shall be established pursuant to an escrow agreement (“the "Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Agreement") between the parties hereto containing substantially the Escrow Terms and deposit a fully executed copy in the form attached hereto as Exhibit C with such changes as are reasonably requested by the Escrow Agent. The Escrow Shares and any Additional Escrow Shares shall constitute the escrow fund (the "Escrow Fund") and to be governed by the Escrow Terms and the Escrow Agreement. Subject to the terms and conditions of this Agreement and the Escrow Agreement, the Escrow Fund shall be available to satisfy Shareholders' indemnity obligations under this Article IX. Anything to the contrary in this Agreement notwithstanding, the Shareholders shall have the right to require the Parent Indemnitees to collect on their indemnity claims against the Shareholders under this Agreement by no later than seven first pursuing and seeking recovery against the Escrow Shares (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery Escrow Shares used to satisfy such indemnity obligations valued at the Per Share Value as of this Agreement deposit Five Thousand Dollars the Effective Date) rather than seeking a cash indemnity payment from the Shareholder (providing that the foregoing shall not preclude the Parent Indemnities from seeking such cash payments in the event the Escrow Funds are exhausted). In the event Parent issues any Additional Escrow Shares, such shares will be held by Escrow Agent in the same manner as the Escrow Shares delivered at the Closing. The Parent shall pay the fees and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into expenses of the Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 Agent. (b) above. These deposits may Except for dividends declared and paid in FNIS Common Stock with respect to the Escrow Shares ("Additional Escrow Shares"), which shall be referred treated as Escrow Shares pursuant to herein as Section 9.6(a) hereof, any cash dividends, dividends payable in securities (other than FNIS Common Stock) or other distributions of any kind made in respect of the “▇▇▇▇▇▇▇ Money Deposits”Escrow Shares will be promptly delivered and paid to the Shareholders. The ▇▇▇▇▇▇▇ Money Deposits Shareholders will be applied against have all voting rights with respect to the Purchase Price at closing. All usual and reasonable fees, chargesEscrow Shares deposited in the Escrow Fund so long as such Escrow Shares are held in Escrow, and costs (including transfer taxes, if any) which arise Parent will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance Fund pursuant to this Agreement. Concurrent , the Shareholders will retain and will be able to exercise all other incidents of ownership of said Escrow Shares that are not inconsistent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentAgreement.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees to open an escrow (“Escrow’a) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with Agent will hold the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. The ▇▇▇▇▇▇▇ Money Deposits will Deposit shall be applied non-refundable to Purchaser, except as otherwise set forth herein, and shall be credited against the Purchase Price at closingthe Closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in interest earned on the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit Money Deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title paid to the Property in sufficient time party entitled to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇▇ an executed Money Deposit. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ conveying fee title Money Deposit. In all other instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit as follows: (i) if requested by Seller, then upon Seller’s written demand therefore stating that Purchaser defaulted in the performance of Purchaser’s obligations to close under this Agreement and the facts and circumstances forming the basis of such default and (ii) if requested by Purchaser, then upon Purchaser’s written demand therefore, stating that Seller defaulted in the performance of Seller’s obligations to close under this Agreement and the facts and circumstances forming the basis of such default; provided, that, in neither case shall Escrow Agent release the ▇▇▇▇▇▇▇ Money Deposit until five (5) Business Days following Escrow Agent’s delivery of such written demand to the Property non-requesting party; provided, further, that if during such five (5) Business Days period, the non-requesting party shall have delivered to Buyer in sufficient time Escrow Agent a written dispute to allow for the timely close release of Escrow. the ▇▇▇▇▇▇▇ Money Deposit, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit unless it receives further written direction signed by Seller and Buyer Purchaser. If no written dispute is so delivered, Escrow Agent shall disburse the ▇▇▇▇▇▇▇ Money Deposit as directed. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Harsimus represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇, and Columbia represents that its tax identification number, for purposes of reporting interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to deposit indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with Escrow Holder any additional instruments as may be reasonable and necessary respect to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 ▇▇▇▇▇▇▇ Money Deposit (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:the

Escrow. ▇▇▇▇▇ agrees (a) Parent and Key Employee each agree to open an escrow enter into the Escrow Agreement at or before the Effective Time. (“Escrow’b) On the second anniversary of the Effective Time (or, if that day is not a Business Day, on the first Business Day thereafter), unless the Escrow Agent shall theretofore have received a written notice from Parent pursuant to Section 4(c) or 4(d) of this Agreement, the Escrow Agent shall pay 100% of the Retention Amount to Key Employee, without any further need for instruction from Parent, and Parent shall cease to have any further claims to, or rights or interests in, such portion of the Retention Amount so paid to Key Employee, effective upon such payment. (c) Upon any lapse of the Restriction pursuant to Section 3(d) of this Agreement, Parent shall deliver a written notice to the Escrow Agent, with a copy thereof to Key Employee, instructing the Escrow Agent to pay the Retention Amount to Key Employee (or, in the case of Key Employee’s death, to his estate) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title the Escrow Agreement, and Parent shall immediately cease to have any further claims to, or rights or interests in, the Retention Amount. (“Escrow Holder”d) Upon any forfeiture by Key Employee with respect to the Unvested Retention Amount as provided in Section 3(b), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer Parent shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into a written notice to the Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred Agent, with a copy thereof to herein as Key Employee, instructing the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against Escrow Agent to pay the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder Unvested Retention Amount to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made Parent in accordance with the wire transfer Escrow Agreement, and Key Employee shall immediately cease to have any further claims to, or rights or interests in, the Unvested Retention Amount. (e) Neither party shall give any instructions of to the Escrow Holder Agent except as expressly provided in Sections 4(b), 4(c) and 4(d) (other than any joint instructions as to which both parties may agree in writing). (f) Neither the Retention Amount held in escrow nor any interest or right therein or part thereof shall be made in sufficient time to allow liable for the timely close debts, contracts, or engagements of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property Key Employee or his successors in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow interest or shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means, whether such escrow trust account in disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any State other legal or National Bank doing business in the State of California. All disbursements equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be made null and void and without effect, ab initio; provided, however, that this Section 4(f) shall not prohibit any transfer of Key Employee’s rights and interests hereunder by wire transfer from such account, unless Seller requests another form will or the laws of paymentdescent and distribution.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees (a) Notwithstanding anything to open the contrary in this Agreement, on the Closing Date, Buyer shall deliver to the Escrow Agent, for deposit in a separate account (the “Escrow Account”) an escrow amount equal to $7,000,000 (the “Escrow’Escrow Amount”) for the purpose of securing Buyer’s indemnification rights pursuant to Article 10 of this Agreement, which shall be held and invested by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof and shall be disbursed in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy the terms of this Agreement by no later than seven and the Escrow Agreement. (7b) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery The adoption of this Agreement deposit Five Thousand Dollars and Zero cents the approval of the Merger by the Stockholders of the Company shall constitute approval of the Escrow Agreement and all of the arrangements relating thereto, including the placement of the Escrow Amount in escrow and the appointment of the Stockholders’ Representative. ($5,000.00c) into Escrow. Buyer Prior to any distribution of any amount from the Escrow Account (other than to Buyer), the Stockholders’ Representative shall deliver be entitled to: (i) receive from the Escrow Account in reimbursement of its costs and expenses that amount of cash equal to the Stockholders’ Representative’s costs and expenses in connection with this Agreement and the Escrow Agreement, and (ii) direct the Escrow Agent to hold back from such distribution and retain in the Escrow Account an additional deposit Five Thousand Dollars amount equal to the costs and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits expenses that the Stockholders’ Representative reasonably determines may be referred incurred in connection with any Disputes, which costs and expenses shall be paid to herein as the “▇▇▇▇▇▇▇ Stockholders’ Representative at any time upon request of the Stockholders’ Representative. For the avoidance of doubt, (i) any distribution to the Stockholders’ Representative pursuant to this Section 2.12(c) shall not be deemed a distribution to Stockholders but a reimbursement for actual expenses incurred by the Stockholders’ Representative in performing its services in connection with this Agreement and the Escrow Agreement, (ii) this subsection (c) shall only apply to that portion of the Escrow Account that would have been distributed to Holders of Preferred Shares, Holders of Common Shares and/or holders of In-the-Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against Options (and not Buyer) but for the Purchase Price at closing. All usual and reasonable fees, charges, and costs provisions of this subsection (including transfer taxes, if anyc). (d) which arise in Any distribution from the Escrow, Escrow Account (i) for the benefit of Holders of Preferred Shares and/or Holders of Non-Electing Common Shares shall be paid by Buyer upon demand of the Escrow Holder. This Agreement constitutes Agent to the joint escrow instructions of Exchange Agent for further distribution by the Parties, and ▇▇▇▇▇▇ Holder Exchange Agent to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made such Holders in accordance with the wire transfer instructions terms of this Agreement, and (ii) for the benefit of Participants and/or holder of In-the-Money Options shall be paid by the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title Agent to the Property Surviving Corporation for further distribution by the Surviving Corporation to such Persons in sufficient time to allow for accordance with the timely close terms of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentAgreement.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees to open an escrow (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”)If the Purchaser has provided a Note for exercise of the Shares, located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy as security for Purchaser's faithful performance of this Agreement by no later than seven (7) days after City Council approval of this Exercise Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable feesPurchaser agrees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, immediately upon receipt of a statement the stock certificate(s) evidencing the Shares, to deliver such certificate(s), together with the Stock Powers executed by Purchaser and by Purchaser's spouse, if any (with the date and number of estimated closing cost from Escrow HolderShares left blank), deposit to the balance Secretary of the Purchase Price together with additional funds Company or other designee of the Company (the "ESCROW HOLDER"), who is hereby appointed to hold such certificate(s) and Stock Powers in escrow and to take all such actions and to effectuate all such transfers and/or releases of such Shares as set forth in the statement. The deposit shall be made are in accordance with the wire transfer instructions terms of this Exercise Agreement. Purchaser and the Company agree that Escrow Holder and shall will not be made in sufficient time liable to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title any party to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred Exercise Agreement (or to any other such party) for any actions or omissions unless Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of Escrow Holder under this Exercise Agreement. Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Exercise Agreement. The Shares will remain in escrow trust account in any State or National Bank doing business in so long as they are subject to the State of CaliforniaPledge Agreement. All disbursements shall be made by wire transfer from such account7. TAX CONSEQUENCES. PURCHASER UNDERSTANDS THAT PURCHASER MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF PURCHASER'S PURCHASE OR DISPOSITION OF THE SHARES. PURCHASER REPRESENTS: (a) THAT PURCHASER HAS CONSULTED WITH ANY TAX ADVISOR THAT PURCHASER DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND (b) THAT PURCHASER IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE. IN ADDITION TO THE FOREGOING, unless Seller requests another form of paymentTHE COMPANY SHALL HAVE NO LIABILITY TO ANY PARTICIPANT OR ANY OTHER PERSON IF AN OPTION DESIGNATED AS AN INCENTIVE STOCK OPTION FAILS TO QUALIFY AS SUCH AT ANY TIME OR IF AN OPTION IS DETERMINED TO CONSTITUTE "NONQUALIFIED DEFERRED COMPENSATION" WITHIN THE MEANING OF SECTION 409A OF THE CODE AND THE TERMS OF SUCH OPTION DO NOT SATISFY THE ADDITIONAL CONDITIONS APPLICABLE TO NONQUALIFIED DEFERRED COMPENSATION UNDER SECTION 409A OF THE CODE AND SECTION 7 OF THE PLAN.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees to open 3A.1. Simultaneously with the execution and delivery of this Agreement by an escrow Initial Investor, in the case of the First Closing, or a Remaining Investor, in the case of a Subsequent Closing, such Initial Investor or Remaining Investor, as applicable, shall promptly cause a wire transfer of immediately available funds (“Escrow’U.S. dollars) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”)an amount representing such Investor's portion of the Initial Purchase Price or the Remaining Purchase Price, located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇as the case may be, ▇▇▇ ▇▇▇▇▇set forth on such Investor's signature page, to be paid to the non-interest bearing escrow account of Lowenstein Sandler PC, the lead ▇▇▇▇▇▇▇▇▇'▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven ▇el (7) days after City Council approval of this Agreement. Buyer shall"Lead Investor Counsel"), concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth on Schedule I affixed hereto (the aggregate amounts being held in Section 4 (b) above. These deposits may be escrow by Lead Investor Counsel with respect to a particular Closing are referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”"Escrow Amount"). The ▇▇▇▇▇▇▇ Money Deposits will be applied against Lead Investor Counsel shall hold the Purchase Price at closing. All usual Escrow Amount with respect to a particular Closing in escrow until Lead Investor Counsel receives written instructions (the "Escrow Release Instructions") from the Company and reasonable feesthe Initial Investors, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions case of the PartiesFirst Closing, and ▇▇▇▇▇▇ Holder or the Remaining Investors, in the case of any Subsequent Closing, authorizing the release of the Escrow Amount in accordance with the written instructions delivered to whom these instructions are Lead Investor Counsel. If Lead Investor Counsel has not received the Escrow Release Instructions, then, on the sooner of November 26, 2004, in the case of the First Closing, or December 15, 2004, in the case of any Subsequent Closing, Lead Investor Counsel shall return to each Investor the portion of the Escrow Amount, with respect to such particular Closing, such Investor delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possiblethe Lead Investor Counsel, but in all events by no later than forty-nine (49) months after only to the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office extent of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in funds actually received by the issuance of title insurance Lead Investor Counsel pursuant to this Agreement. 3A.2. Concurrent with The Company and the opening of Escrow, Escrow Holder shall order a Preliminary Title Report Investors acknowledge and agree for the subject Property benefit of Lead Investor Counsel (which shall be deemed to be delivered a third party beneficiary of this Section 3A) as follows: (a) Lead Investor Counsel (i) is not responsible for review the performance by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth the Company or the Investors of this Agreement or any of the Transaction Documents or for determining or compelling compliance therewith, (ii) is only responsible for (A) holding the Escrow Amount in Section 4 (b). Buyer shall, upon escrow pending receipt of a statement of estimated closing cost from the Escrow Holder, deposit Release Instructions and (B) disbursing the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made Escrow Amount in accordance with the wire transfer instructions Escrow Release Instructions, each of the Escrow Holder responsibilities of Lead Investor Counsel in clause (A) and (B) is ministerial in nature, and no implied duties or obligations of any kind shall be read into this Agreement against or on the part of Lead Investor Counsel (collectively, the "Lead Investor Counsel Duties"), (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with indemnification acceptable to it, in its sole discretion, (iv) may rely on and shall be made protected in sufficient time acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to allow it hereunder and believed by it to be genuine and to have been signed or presented by the proper Person, and shall have no responsibility for making inquiry as to, or for determining, the timely close genuineness, accuracy or validity thereof, or of Escrowthe authority of the Person signing or presenting the same, and (v) may consult counsel satisfactory to it, and the written opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or advice of such counsel. Buyer Documents and written materials referred to in this Section 3A.2(a) include, without limitation, e-mail and other electronic transmissions capable of being printed, whether or not they are in fact printed; and any such e-mail or other electronic transmission may be deemed and treated by Lead Investor Counsel as having been signed or presented by a Person if it bears, as sender, the Person's e-mail address. (b) Lead Investor Counsel shall execute not be liable to anyone for any action taken or omitted to be taken by it hereunder, except in the case of Lead Investor Counsel's gross negligence or willful misconduct in breach of the Lead Investor Counsel Duties. IN NO EVENT SHALL LEAD INVESTOR COUNSEL BE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGE OR LOSS (INCLUDING BUT NOT LIMITED TO LOST PROFITS) WHATSOEVER, EVEN IF LEAD INVESTOR COUNSEL HAS BEEN INFORMED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION. (c) The Company and deposit into Escrow a Certificate the Investors hereby indemnify and hold harmless Lead Investor Counsel from and against, any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees and expenses, which Lead Investor Counsel may suffer or incur by reason of Acceptance accepting fee title any action, claim or proceeding brought against Lead Investor Counsel arising out of or relating to the Property performance of the Lead Investor Counsel Duties, unless such action, claim or proceeding is the result of the willful misconduct, bad faith or gross negligence of Lead Investor Counsel. (d) Lead Investor Counsel has acted as legal counsel to certain of the Investors in sufficient time connection with this Agreement and the other Transaction Documents, is merely acting as a stakeholder under this Agreement and is, therefore, hereby authorized to allow for continue acting as legal counsel to such Investors including, without limitation, with regard to any dispute arising out of this Agreement, the timely close other Transaction Documents, the Escrow Amount or any other matter. Each of Escrowthe Company and the Investors hereby expressly consents to permit Lead Investor Counsel to represent such Investors in connection with all matters relating to this Agreement, including, without limitation, with regard to any dispute arising out of this Agreement, the other Transaction Documents, the Escrow Amount or any other matter, and hereby waives any conflict of interest or appearance of conflict or impropriety with respect to such representation. Seller shall execute Each of the Company and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title the Investors has consulted with its own counsel specifically about this Section 3A to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller extent they deemed necessary, and Buyer agree to deposit has entered into this Agreement after being satisfied with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentadvice.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees to open an escrow (“Escrow’a) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title At the Closing, $2,000,000 (“the "Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7Amount") days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price shall be deposited by the Purchaser with First Union National Bank, a national banking association (the "Escrow Agent") pursuant to an escrow agreement mutually agreeable to the parties hereto (the "Escrow Agreement"). All interest and other income earned on the Escrow Amount shall, subject to Section 2.6(b) hereof, be disbursed by the Escrow Agent together with additional funds the Escrow Amount (collectively, the "Escrow") to the Sellers' Representative for the benefit of the Sellers 120 days after the Closing Date (the "Escrow Expiration Date"); provided, however, that, in the event that the -------- ------- Purchaser has prior to the Escrow Expiration Date delivered notice to the Escrow Agent and the Sellers that the Purchaser, in good faith, disputes the adjustment to the Purchase Price, the Equipment Adjustment or the Receivables Adjustment and setting for the amount of such dispute (the "Disputed Amount"), the Escrow Agent shall disburse to the Sellers' Representative for the benefit of the Sellers the sum of (i) the remaining Escrow less (ii) the Disputed Amount. Upon ---- resolution by the Purchaser and the Sellers' Representative of the Disputed Amount, the Escrow Agent shall disburse the Disputed Amount as so resolved. (b) To the extent there is any of the Escrow Amount remaining following the adjustment of the Purchase Price pursuant to Section 2.3 hereof, the Equipment Adjustment pursuant to Section 2.4 hereof and the Receivables Adjustment pursuant to Section 2.5 hereof, the Sellers shall be entitled to be paid in accordance with their pro-rata ownership of Shares as set forth on Annex A, and the Purchaser and Sellers' Representative shall give instructions to the Escrow Agent to pay out, any such amount within five business days of the determination of the last of such adjustments. (c) To the extent that the aggregate amount of the adjustments pursuant to Sections 2.3, 2.4 and 2.5 exceed the Escrow Amount, the Sellers shall pay the deficiency in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title Amount to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made Purchaser by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to Close) immediately available funds not later than five business days after resolution of the Agreement calculation of such deficiency as provided in Section 2.3, 2.4 and 2.5, as applicable. The obligation to pay to the Purchaser any deficiency in the Escrow Amount shall be amended a joint and restated in its entirety as follows:several obligation of the Sellers.

Escrow. ▇▇▇▇▇ agrees to open To provide for an escrow account or accounts to secure and to serve as a fund in respect of the indemnification obligations of the Sellers and Owners under this Agreement, Buyer, the Sellers’ Representatives and the Escrow Agent at Closing shall enter into an Escrow Agreement substantially in the form of Exhibit B (the “Escrow’Escrow Agreement”). At Closing, the Buyer shall deposit the Escrow Shares with the Escrow Agent to be held in an account or accounts (the “Escrow Account”) pursuant to the terms of the Escrow Agreement. All Rebranding Escrow Shares remaining in the Escrow Account after the Rebranding Cost Reimbursement shall be distributed to the Owners in accordance with this the Escrow Agreement at ▇▇▇▇▇▇▇ Title on the third Business Day after the Rebranding Cost Reimbursement. Except with respect to Special Escrow Shares retained to fund Buyer Indemnified Persons’ indemnity claims made in accordance with Article 7 on or before the twenty-seventh (27th) month anniversary following the Closing Date (the “Escrow HolderPeriod”), located at ▇▇▇▇ ▇all Special Escrow Shares then remaining in the Escrow Account shall be distributed to the Owners in accordance with the Escrow Agreement on the third Business Day after the earlier of (a) the final resolution, by settlement, litigation or otherwise, of the dispute between International Vapor and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇regarding the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against Resolution”) and (b) the Purchase Price at closing. All usual and reasonable feesexpiration of the Escrow Period; provided that, charges, and costs (including transfer taxes, if any) which arise the portion of the Special Escrow Shares deposited in the Escrow, Escrow Account pursuant to Section 1.7.7 shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes distributed to the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but Owners in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent accordance with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as proportions set forth in Section 4 (b)1.7.7. Except with respect to General Escrow Shares retained to fund Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be Indemnified Persons’ indemnity claims made in accordance with Article 7 prior to the wire transfer instructions expiration of the Escrow Holder and Period, all General Escrow Shares in the Escrow Account shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title distributed to the Property Owners in sufficient time accordance with the Escrow Agreement on the third Business Day after the expiration of the Escrow Period. With respect to allow for any pending claim, promptly following resolution of such pending claim, the timely close of Escrow. Seller Special Escrow Shares or the General Escrow Shares, as applicable and if any, retained to fund such pending claim which have not been paid, which are not payable to any Buyer Indemnified Person pursuant to Article 7 in connection with such resolution, and which are not required to remain in the Escrow Account to satisfy other pending claims, shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title be distributed to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentOwners.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees (a) Cellegy will withhold the stock portion of the Initial Consideration and deposit with the Escrow Agent, as soon as reasonably practicable after the Closing, the certificates for the Escrow Shares (as defined below). The Escrow Shares will be issued in the name of the Stockholders but withheld from the Cellegy Common Stock to open an escrow be delivered to Stockholders at the Closing. For this purpose, "Escrow Shares" means all of the shares of Cellegy Common Stock that are included in the Initial Consideration. Any shares of Cellegy Common Stock or other equity securities issued or distributed by Cellegy (“Escrow’including shares issued upon a stock split, stock dividend, recapitalization or other similar event) in accordance respect of Escrow Shares shall also be withheld in the Escrow Funds and shall also be considered to be Escrow Shares. In addition, the full amount of any Earn-Out Consideration paid or payable with this Agreement at ▇▇▇▇▇▇▇ Title respect to the period ending forty-eight (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 48) months after the Closing Date will be withheld by Cellegy and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent deposited with the delivery Escrow Agent to be held as part of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into the Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) Any Earn-Out Consideration that is deposited into the Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may will be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. "Escrow Earn-Out Consideration." The ▇▇▇▇▇▇▇ Money Deposits will Escrow Shares and any Escrow Earn-Out Consideration may be applied against collectively referred to herein as the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, "Escrow Funds." Cash dividends on Escrow Shares or interest on any cash Escrow Earn-Out Consideration shall be paid by Buyer upon demand added to the Escrow Funds and shall not be distributed to the record holders of such Escrow HolderFunds. This Agreement constitutes Cellegy will hold the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close certificates representing such Escrow Funds as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report security for the subject Property Stockholders' indemnification obligations for Damages under Article X. Except as may be expressly provided otherwise in this Agreement with respect to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt breach of a statement Stockholder's representations and warranties under Article XI, the payment of estimated closing cost from any Escrow Holder, deposit the balance Funds in satisfaction of the Purchase Price together with additional funds as set forth in the statement. The deposit any indemnification obligations under Article X shall be made in accordance with proportion to the wire transfer instructions Escrow Funds (each valued at the Cellegy Average Price Per Share as of the date that such Escrow Holder and shall be made in sufficient time Shares are forfeited to allow satisfy such indemnity obligations) held for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business each Stockholder in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentEscrow Fund.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees On the date hereof, Borrowers shall deposit with Administrative Agent the aggregate amount set forth on Schedule 9.14 hereto as being required to open complete the Required Repairs and Administrative Agent shall cause such amount to be transferred to an escrow interest bearing account (the “Escrow’Required Repairs Reserve”). Provided no Potential Default or Event of Default shall have occurred and is continuing, Administrative Agent shall disburse funds held in the Required Repairs Reserve to the applicable Borrower, within fifteen (15) days after the delivery by a Borrower to Administrative Agent of a request therefor (but not more often than once per month), in increments of at least $10,000, accompanied by the following items (which items shall be in form and substance satisfactory to Administrative Agent): (i) a certificate from such Borrower (A) certifying that the Required Repairs or any portion thereof which are the subject of the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable legal requirements, (B) identifying each Person that supplied materials or labor in connection with such Required Repairs or any portion thereof and (C) stating that each such Person has been or, upon receipt of the requested disbursement, will be paid in full with respect to the portion of the Required Repairs which is the subject of the requested disbursement; (ii) copies of appropriate lien waivers or other evidence of payment satisfactory to Administrative Agent; (iii) at Administrative Agent’s option, a title search for the relevant Project indicating that it is free from all liens not previously approved by Administrative Agent; (iv) a copy of each license required to be obtained with respect to the portion of the Required Repairs which is the subject of the requested disbursement; and (v) such other evidence as Administrative Agent shall reasonably request that the Required Repairs which are the subject of the requested disbursement have been completed and paid for. Provided no Potential Default or Event of Default shall have occurred and is continuing, upon each Borrower’s completion of all Required Repairs in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”)Section 2.6.2, located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with Administrative Agent shall release any funds remaining in the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxesRequired Repairs Reserve, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentapplicable Borrower.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees (a) At the Closing, Buyer, on behalf of the Sellers, will pay the Indemnity Escrow Amount, by wire transfer of immediately available funds, to open an escrow account at Bank of America, National Association, or any other escrow agent agreed to by Buyer and the Company (the “Escrow’Escrow Agent”) pursuant to an escrow agreement agreed to by Buyer and the Company that contains substantially similar material terms as the escrow agreement attached as Exhibit C (the “Escrow Agreement”). Subject to Section 1.4(b), the Indemnity Escrow Amount plus all earnings thereon (the “Indemnity Escrow Funds”) will be available to satisfy any indemnification obligations of Sellers under this Agreement occurring within one (1) year of the Closing Date, and the remaining balance thereof shall be released and distributed to the Sellers’ Representative (on behalf of the Sellers) on the first (1st) anniversary of the Closing Date. (b) If Buyer or any Buyer Indemnified Party (acting in good faith) has submitted to Sellers’ Representative a notice for indemnification under Article 9 of this Agreement on or prior to the release date to Sellers of the Indemnity Escrow Funds, then Buyer’s right to recourse against the Indemnity Escrow Funds shall survive until such time as such claim is fully and finally resolved, at which time the remaining balance thereof shall be released and distributed to the Sellers’ Representative (on behalf of the Sellers). Any amount due to a Buyer Indemnified Party pursuant to Article 9 hereof shall, at Buyer’s option, be paid by the Escrow Agent from the Indemnity Escrow Funds to the extent of funds available thereunder and in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as procedures set forth in the statementEscrow Agreement; provided, that nothing in this Section 1.4 shall limit or expand the rights of any Buyer Indemnified Party under Article 9 hereof. The deposit shall be made With respect to matters relating to disbursements from the Indemnity Escrow Funds, Buyer and the Sellers’ Representative each agree to execute joint written instructions to the Escrow Agent in accordance a manner consistent with the wire transfer instructions terms and conditions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentAgreement.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees (a) At or prior to open an the Closing, Purchaser Representative, Seller Representative and Continental Stock Transfer and Trust Company (or such other escrow agent mutually acceptable to Purchaser and the Company), as escrow agent (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (the “Escrow HolderAgent”), located shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to Purchaser and the Company (the “Escrow Agreement”), pursuant to which Pubco shall issue to the Escrow Agent a number of shares of Pubco Ordinary Shares (with each share valued at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇the Redemption Price) equal to ten percent (10%) of the Company Merger Shares (the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, ▇▇▇ ▇▇▇▇▇the “Escrow Shares”) to be held, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven along with any other dividends, distributions or other income on the Escrow Shares (7) days after City Council approval of this Agreement. Buyer shall, concurrent together with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as Shares, the “▇▇▇▇▇▇▇ Money DepositsEscrow Property”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against ), in a segregated escrow account (the Purchase Price at closing. All usual “Escrow Account”) and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made disbursed therefrom in accordance with the wire transfer instructions terms of Section 2.8 hereof and the Escrow Agreement. The Escrow Property shall be allocated among and transferred to the Company Shareholders pro rata based on their respective Pro Rata Share. The Escrow Property shall serve as the sole source of payment for the obligations of the Company Shareholders under Section 2.8. Unless otherwise required by Law, all distributions made from the Escrow Holder and Account shall be made in sufficient time to allow for treated by the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title Parties as an adjustment to the Property in sufficient time number of shares of Aggregate Merger Consideration Amount received by the Company Shareholders pursuant to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentArticle I hereof.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees At the Effective Time, the Escrow Deposit shall be delivered by Parent to open an escrow (“Escrow’) the Escrow Agent, to be held for a period ending on the Escrow Release Date, except the Escrow Deposit may be withheld after the Escrow Release Date to satisfy claims for indemnification which are the subject to a Claims Notice delivered prior to the Escrow Release Date. The Escrow Deposit shall be held and disbursed by the Escrow Agent in accordance with an Escrow Agreement in the form attached hereto as Exhibit C. For the purpose of any claim against the Escrow Deposit hereunder, the value per share of the Escrow Deposit shall be deemed to be the Closing Market Price. Except with respect to claims based on the obligations provided in Article VIII and Section 13.5 and for fraud committed by the Company or the Shareholders, which are not limited, if the Closing occurs, Parent and Acquisition Corp. agree that Parent's right to indemnification pursuant to Section 12.1 shall constitute Parent's and Acquisition Corp.'s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any inaccuracy or breach of any representation or warranty, or any breach or nonfulfillment of or any failure to perform the covenants, agreements or undertakings, of the Company or the Shareholders which is contained in this Agreement at ▇▇▇▇▇▇▇ Title or the Letters of Transmittal or any Schedule or certificate delivered pursuant hereto or thereto. Except (“i) with respect to claims based on fraud committed by the Company or a Shareholder or (ii) Losses arising under Article VIII or Section 13.5, the maximum liability of any Shareholder shall be limited to such Shareholder's Pro Rata Portion (as defined below) of the Escrow Holder”Deposit (or with respect to a claim for indemnity pursuant to Section 12.1(a)(iii), located such Shareholder's Pro Rata Portion of up to $3,000,000 of the Escrow Deposit); provided, however, that the maximum liability of any Shareholder for a breach of a Covered Representation shall be limited to such Shareholder's Pro Rata Portion of the Losses up to the net proceeds of the Merger consideration received by each such Shareholder pursuant to Sections 2.2(a)(i) and 2.2(a)(ii); and, provided further, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. Notwithstanding anything to the contrary contained herein, except for indemnification claims relating to Covered Representations, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses to the Parent and the Company exceed One Hundred and Fifty Thousand Dollars ($150,000), at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy which point the Shareholders shall be liable for the full amount of this Agreement by no later than seven (7) days after City Council approval all Losses in excess of such amount. For purposes of this Agreement. Buyer shall, concurrent with a "Pro Rata Portion" of a Shareholder as to any Losses or as to the delivery Escrow Deposit shall mean that fraction of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions such amount, where the numerator is the number of shares of Company Common Stock held by such Shareholder as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, Closing Date and ▇▇▇▇▇▇ Holder to whom these instructions are delivered the denominator is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow the total number of shares of Company Common Stock outstanding as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentClosing Date.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees (a) Immediately prior and as a condition precedent to open the Second Closing, Guarantor shall deposit the CB Note into an escrow account (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (the “Escrow HolderAccount”)) to secure Guarantor’s obligations under the Guaranty pursuant to an escrow agreement to be entered into by and between Guarantor and Buyer (the “Escrow Agreement”) on the terms and subject to the conditions set forth herein. The Escrow Agreement shall be governed by the laws of the State of New York, located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with shall contain the delivery of this Agreement deposit Five Thousand Dollars terms and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in this Section 4 8 and such other terms and conditions as shall be reasonably agreed to by Guarantor and Buyer. The Escrow Account shall be held at a money-center bank to be agreed upon by Guarantor and Buyer. If, at any time between the date on which the CB Note is deposited into the Escrow Account and the date of termination of the Escrow Account, the Corporate Bank (as defined in the CB Investment Agreement, dated as of the date hereof, by and among Guarantor, Buyer and, upon the addition of the Corporate Bank (as defined in such agreement) as a signatory thereto, the Corporate Bank (the “CB Investment Agreement”)) shall pay all or any part of the outstanding principal amount of the CB Note, the proceeds thereof shall be immediately deposited into the Escrow Account. The amount so deposited shall be used to purchase a AAA-rated bond or note or similarly rated securities as shall be reasonably agreed by Buyer and Issuer. Notwithstanding anything to the contrary set forth herein, any interest paid on the CB Note or on such bonds, notes or securities shall not be deposited into the Escrow Account to secure the Guarantor’s obligations under the Guaranty but shall be paid to Guarantor directly. (b) above. These deposits may All amounts held in the Escrow Account shall be referred immediately released to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, chargesGuarantor, and costs the Escrow Account shall terminate, on the earlier of (including transfer taxes, if anyx) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions conversion of the PartiesNotes pursuant to the Guaranty, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49y) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office full repayment of the County Recorder. Recordation Notes or (z) a breach of instruments delivered through Escrow are authorized if necessary or proper in any of the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ representations and Seller. Buyer shall review and respond to said Preliminary Report as set forth warranties contained in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance 3.6 of the Purchase Price together with additional funds CB Investment Agreement (as set forth provided for in the statement. The deposit shall be made in accordance with the wire transfer instructions Section 5.5 of the Escrow Holder CB Investment Agreement and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to Close3(c) of the Agreement CB Note); provided, however, that with respect to clause (z) of this Section 8, in the event the $50 Million Note is outstanding as of the Prepayment Date (as defined in the CB Investment Agreement), immediately after Buyer shall transfer the $50 Million Note to Guarantor pursuant to Section 22 (A) an amount held in the Escrow Account equal to the difference, if positive, between (x) the CB Note Proceeds (as defined in the CB Investment Agreement) and (y) $50 Million Lazard Note Proceeds (as defined in the CB Investment Agreement) shall be amended immediately released from the Escrow Account to the Guarantor, and restated (B) simultaneously therewith the CB Note Proceeds (less any amounts payable to Guarantor pursuant to clause (A) above) shall be released from the Escrow Account to the Buyer. (c) For the purposes of payments under the Guaranty and the Notes, the CB Note shall be valued at an amount equal to the outstanding principal on the CB Note at the time of such repayment, plus accrued but unpaid interest. (d) Guarantor shall be entitled to cause the immediate release of all or a portion of the amount in its entirety such Escrow Account to Buyer (or the applicable holder of the Note(s)) as follows:contemplated by the Guaranty or pursuant to the $50 Million Note.

Escrow. ▇▇▇▇▇ agrees (a) Prior to open or simultaneously with the Closing, the Company and Parent shall enter into an escrow agreement (“Escrow’the "Escrow Agreement") with an ---------------- escrow agent selected by Parent and reasonably acceptable to the Company (the "Escrow Agent") substantially in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy the form of this Agreement by no later than seven (7) days after City Council approval of this AgreementExhibit A hereto. Buyer shall, concurrent Prior to or ------------ --------- simultaneously with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable feesClosing, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller each Shareholder shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to Parent a Shareholder Investment Representations and Joinder Agreement under which such Shareholder shall, among other things, agree to be bound by the terms of the Escrow Agreement and authorize and appoint a Shareholders' Representative to act on his, her or its behalf in connection with the Escrow Agreement. Pursuant to the Property terms of the Escrow Agreement, at the Closing, Parent will deposit in escrow with the Escrow Agent shares of Parent Common Stock having an aggregate value (calculated at the Parent Share Value) equal to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 fifteen percent (Buyer’s Conditions to Close15%) of the Agreement Merger Consideration (the "Escrow Shares") on a pro rata basis in ------------- accordance with each Shareholder's percentage ownership of Company Common Stock. The shares of Parent Common Stock deposited with the Escrow Agent pursuant to this Section 2.04 are collectively referred to as the "Escrow ------ Fund". The Escrow Fund shall be amended available for the purpose of securing the ---- indemnification obligations of the Shareholders set forth in Article VIII as well as for any adjustment of the Merger Consideration pursuant to Section 2.05 below, with any such claim or adjustment to be handled on a pro rata basis. In the event any claim is made by Parent against the Escrow Fund, the Escrow Shares shall be valued at the Parent Share Value. The Escrow Fund shall be held by the Escrow Agent under the Escrow Agreement for a period ending on the later of (i) twelve (12) months following the Closing Date or (ii) March 30, 2003; provided, however, that if an indemnification claim is pending on such -------- ------- date, then the portion of the Escrow Fund subject to said claim shall be held by the Escrow Agent until final resolution of such claim. (b) The Shareholders' Representative (as defined below) shall have a right to receive reimbursement from the Escrow Fund for any claims or expenses incurred by the Shareholders' Representative with respect to or on behalf of the Shareholders in connection with his duties as the Shareholders' Representative, provided, however, that the Shareholders' Representative's -------- ------- right to receive reimbursement from the Escrow Fund shall be subject to the conditions and restated restrictions set forth in its entirety this subsection (b) of this Section 2.04. The Shareholders' Representative's right to receive reimbursement from the Escrow Fund shall be at all times subordinate and subject to Parent's rights with respect to the Escrow Fund as follows:provided in this Section 2.04 and in the Escrow Agreement. The Shareholders' Representative shall only be entitled to receive reimbursement from that portion of the Escrow Fund that is not used or being used to satisfy or secure any indemnification obligations of the Shareholders set forth in Article VIII or any adjustment of the Merger Consideration. The Shareholders' Representative shall not be entitled to receive any reimbursement from the Escrow Fund until the later of (i) the termination date of the Escrow Fund as defined under the Escrow Agreement and (ii) if an indemnification claim is pending on such termination date, then, as to that portion of the Escrow Fund subject to said claim, the date of the final resolution of said claim.

Escrow. ▇▇▇▇▇ agrees (a) At the Closing, Swiss Buyer will pay the Escrow Amount, by wire transfer of immediately available funds, to open the Escrow Account with the Escrow Agent pursuant to the Escrow Agreement. Subject to Section 2.14(b), the Escrow Amount plus all earnings thereon (the “Escrow Funds”) will be available to satisfy any indemnification claims made by a Buyer Indemnified Party during the Escrow Period and any unclaimed amounts shall be released and distributed to US Seller (for the benefit of each Seller in proportion to the value of the Transferred Assets owned and Assumed Liabilities owed by each such Seller relative to the value of the Transferred Assets owned and the Assumed Liabilities owed by all Sellers) after the expiration of the Escrow Period. (b) If any Buyer or any Buyer Indemnified Party (acting in good faith) has submitted to an escrow Indemnifying Party a notice for indemnification under Article VI of this Agreement on or prior to the end of the Escrow Period, then Buyers’ right to recourse against such portion of the Escrow Funds as is equal to the sum of all amounts set forth in such notices that remain unresolved or that have been resolved but have not yet been paid to Buyers shall survive after the expiration of the Escrow Period until such time as such claim is fully and finally resolved and any applicable funds have been distributed to the Buyer Indemnified Parties, at which time the remaining balance thereof shall be released and distributed to US Seller (“Escrow’) for the benefit of each Seller in proportion to the value of the Transferred Assets owned and Assumed Liabilities owed by each such Seller relative to the value of the Transferred Assets owned and the Assumed Liabilities owed by all Sellers). Any amount due to a Buyer Indemnified Party pursuant to Article VI hereof shall be paid by the Escrow Agent from the Escrow Funds in accordance with Section 6.7 hereof and the Escrow Agreement; provided, that nothing in this Agreement at ▇▇▇▇▇▇▇ Title Section 2.14 shall limit or expand the rights of any Buyer Indemnified Party under Article VI hereof. With respect to matters relating to disbursements from the Escrow Funds, Swiss Buyer and US Seller each agrees to execute joint written instructions to the Escrow Agent in a manner consistent with the terms and conditions of this Agreement. (“c) At the Closing, Swiss Buyer will pay the Tooling Escrow Holder”Amount, by wire transfer of immediately available funds, to the Tooling Escrow Account with the Escrow Agent pursuant to the Escrow Agreement. Subject to Section 2.14(d), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ the Tooling Escrow Amount plus all earnings thereon (the “Tooling Escrow Funds”) will be available to satisfy any indemnification claims made by a Buyer Indemnified Party during the Tooling Escrow Period and deposit any unclaimed amounts shall be released and distributed to US Seller (for the benefit of each Seller in proportion to the value of the Transferred Assets owned and Assumed Liabilities owed by each such Seller relative to the value of the Transferred Assets owned and the Assumed Liabilities owed by all Sellers) after the expiration of the Tooling Escrow Period. (d) If Buyers or any Buyer Indemnified Party (acting in good faith) has submitted to an Indemnifying Party a fully executed copy notice for indemnification pursuant to Section 6.2(g) of this Agreement on or prior to the end of the Tooling Escrow Period, then Buyers’ right to recourse against such portion of the Tooling Escrow Funds as is equal to the sum of all amounts set forth in such notices that remain unresolved or that have been resolved but have not yet been paid to Buyers shall survive after the expiration of the Tooling Escrow Period until such time as such claim is fully and finally resolved and any applicable funds have been distributed to the Buyer Indemnified Parties, at which time the remaining balance thereof shall be released and distributed to HK Seller (on behalf of the Sellers). Any amount due to a Buyer Indemnified Party pursuant to any claims for indemnification pursuant to Section 6.2(g) hereof shall be paid by the Escrow Agent from the Tooling Escrow Funds in accordance with Section 6.7 hereof and the Escrow Agreement; provided, that nothing in this Section 2.14 shall limit or expand the rights of any Buyer Indemnified Party under Article VI hereof. With respect to matters relating to disbursements from the Tooling Escrow Funds, Swiss Buyer, Parent and each Seller each agrees to execute joint written instructions to the Escrow Agent in a manner consistent with the terms and conditions of this Agreement. (e) US Seller agrees that immediately after the disbursement to US Seller of any amounts held in the Escrow Account or the Tooling Escrow Account, but in any event by no later than seven (7) days after City Council approval the Business Day following any such disbursement to US Seller, US Seller shall distribute any such amount disbursed to each other Seller in proportion to the value of this Agreementthe Transferred Assets owned and Assumed Liabilities owed by each such Seller relative to the value of the Transferred Assets owned and the Assumed Liabilities owed by all Sellers. For the avoidance of doubt, each Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars each Seller agrees and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits acknowledges that disbursements may be referred made to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Swiss Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions provisions of this Agreement and the Escrow Agreement from the Escrow Account or the Tooling Escrow Account at any time and from time prior to the end of the Escrow Holder and shall be made in sufficient time to allow for Period or the timely close of Escrow. Buyer shall execute and deposit into Tooling Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments Period, as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentapplicable.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees At the Closing, the Company shall cause to open be deposited shares of BE Stock valued at the BE Closing Price in an aggregate amount equal to the Reference Price, minus Nine Hundred Thousand dollars ($900,000) (the "Escrowed Shares"), into an escrow account (“"Escrow’") to be established with an escrow agent (the "Escrow Agent") selected by the Company, reasonably acceptable to the Shareholders, pursuant to an escrow agreement, dated the Effective Date, substantially in accordance with this the form of Exhibit E (the "Escrow Agreement"). The Escrow Agent will hold the Escrowed Shares, or proceeds from the sale thereof, as provided by the Escrow Agreement at ▇▇▇▇▇▇▇ Title as security for the obligations of the Shareholders under Sections 2.2 and 11.2 hereof. The Escrow Agreement shall provide for the distribution of the Escrowed Shares (“or proceeds from the sale thereof) from the Escrow Holder”pursuant to Sections 2.2(a), located (b), and (c), subject to claims of the Company under Section 11.2 or reduction in the Net Consideration under Investment earnings on any balances of reinvested Net Proceeds of BE Stock in the Escrow shall accrue to the benefit of the Shareholders, and any fees from and after the Effective Date for maintaining the Escrow shall be paid from the investment earnings balances in the Escrow, and if either not practical or if necessary paid directly by the Shareholders. After payment or provision for all Escrow expenses, the investment earnings may be from time to time withdrawn from the Escrow at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇the request of the Shareholder's Representative to the Escrow Agent and after giving notice thereof to the Company. No Escrowed Shares, ▇▇▇ ▇▇▇▇▇or proceeds from the sale thereof, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ shall be distributed to any Shareholder except pursuant to the Escrow Agreement in compliance with the terms and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval conditions of this Agreement. Buyer shall, concurrent with With respect to any Escrowed Shares released from the delivery Escrow to either the Shareholders or the Company such shares shall be valued for purposes of satisfying the obligations owing under this Agreement deposit Five Thousand Dollars at the BE Closing Price without reference to the then actual market price of the BE Stock. The Company and Zero cents ($5,000.00) into Escrow. Buyer the Shareholders shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions be responsible for, as set forth in Section 4 applicable, pro rata based on the distributions made under Sections 2.2(a), (b) above. These deposits may be referred to herein as ), and (c), and without using any assets in the “▇▇▇▇▇▇▇ Money Deposits”Escrow shall pay when due, any and all Taxes imposed upon or arising from the Escrowed Shares. The ▇▇▇▇▇▇▇ Money Deposits will Shareholders and Company agree that all Escrowed Shares shall be applied against sold by the Purchase Price Escrow Agent at closingthe earliest opportunity and the proceeds from the sale thereof shall be substituted in place of the Escrowed Shares. All usual Accordingly, the Shareholders hereby irrevocably authorize and reasonable feesdirect the Escrow Agent and any agents or representatives of the Company to take any and all actions necessary or appropriate, chargesin such Person's sole and absolute discretion, to effect sales of Escrowed Shares on such terms and conditions (and only on such terms and conditions), and costs (including transfer taxesat such times and utilizing such underwriters and brokers, if any) which arise in the Escrow, as shall be paid directed and approved by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but Company in all events by no later than forty-nine a written notice (49a "Sale Notice") months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentAgent.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees (a) At or prior to open the Closing, the Purchaser, the Purchaser Representative, the Seller Representative and the Escrow Agent shall enter into an Escrow Agreement, effective as of the Closing, in form and substance consistent with the provisions of this Agreement and otherwise reasonably acceptable to the Purchaser and the Company (the “Escrow Agreement”), pursuant to which the Purchaser shall cause to be delivered to the Escrow Agent at the Closing five percent (5%) of the Exchange Shares otherwise deliverable to the Sellers at the Closing (including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”), with the Escrow Shares, along with any dividends, distributions and other earnings thereon and other Escrow Property, to be held by the Escrow Agent in a segregated escrow account (“Escrow’Escrow Account”) and disbursed therefrom in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ the terms and deposit a fully executed copy conditions of this Agreement by no later than seven (7) days after City Council approval of this and the Escrow Agreement. Buyer shallThe Escrow Shares and other Escrow Property shall serve as a source of security for the Sellers’ indemnification obligations after the Closing under Article VII. The portion of the Exchange Shares that shall be withheld at the Closing for deposit in the Escrow Account shall be allocated among the Sellers pro rata based on each Seller’s Pro Rata Share. Each Seller shall have the right to vote its portion of such Escrow Shares (based on its Pro Rata Share, concurrent with subject to adjustment for any Escrow Shares that are forfeited or earned in a manner other than pro rata among all Sellers based on their Pro Rata Share, as indicated in writing by the delivery of this Agreement deposit Five Thousand Dollars Seller Representative to the Purchaser, the Purchaser Representative and Zero cents ($5,000.00the Escrow Agent) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into during the time held in the Escrow within three (3) days after Buyer waives due diligence conditions Account as set forth in Section 4 Escrow Shares. (b) above. These deposits may The Escrow Property shall no longer be referred subject to herein as any indemnification claim after the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs date which is twelve (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (4912) months after the Effective Closing Date (June 30the “Expiration Date”); provided, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant however, with respect to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be any indemnification claims made in accordance with Article VII hereof on or prior to the wire transfer instructions Expiration Date (including those that are revised or adjusted in accordance with Article VII after the Expiration Date) that remain unresolved as of the end of the Expiration Date (“Pending Claims”), all or a portion of the Escrow Holder Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VII and the Purchaser Share Price as of the Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved pursuant to the provisions of Article VII. After the Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnitee, shall be made in sufficient time to allow for disbursed by the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title Agent to the Sellers, with each Seller receiving its Pro Rata Share (subject to adjustment for any Escrow Property that is forfeited or earned in sufficient time to allow for a manner other than pro rata among all Sellers based on their Pro Rata Share, as indicated in writing by the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title Representative to the Purchaser, the Purchaser Representative and the Escrow Agent) of such Escrow Property. Promptly after the final resolution of all Pending Claims and the payment of all indemnification obligations in connection therewith, the Escrow Agent shall disburse any Escrow Property remaining in the Escrow Account to Buyer in sufficient time the Sellers, with each Seller receiving its Pro Rata Share (subject to allow adjustment for the timely close of Escrow. Seller and Buyer agree to deposit with any Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction Property that is forfeited or earned in a timely manner. All funds received manner other than pro rata among all Sellers based on their Pro Rata Share, as indicated in writing by the Seller Representative to the Purchaser, the Purchaser Representative and the Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to CloseAgent) of the Agreement shall be amended and restated in its entirety as follows:such Escrow Property.

Escrow. ▇▇▇▇▇ agrees (a) On the Closing Date, Buyer shall pay (or cause to open an escrow (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”be paid), located by wire transfer of immediately available funds, the Escrow Amount to the Escrow Agent, to be held in escrow to satisfy, at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇least in part, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy any claims by any Buyer Indemnified Persons (i) for satisfaction of this Agreement by no later than seven any indemnification claim of any Buyer Indemnified Persons pursuant to Article X or (7ii) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent Agreement or in connection with the opening of Escrowtransactions contemplated hereby, Escrow Holder shall order a Preliminary Title Report for in each case only to the extent permitted and subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as the limitations set forth in Section 4 (b)herein. Buyer shall, upon receipt of a statement of estimated closing cost from The Escrow Holder, Agent shall deposit the balance of the Purchase Price together with additional funds as set forth in the statementEscrow Amount into a segregated escrow account. The deposit Escrow Agent shall be made hold and invest the Escrow Amount in accordance with the wire transfer instructions terms of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title Agreement, with any interest accruing to the Property benefit of Sellers as provided in sufficient time to allow for the timely close Escrow Agreement. (b) Not later than five (5) Business Days following (i) the [***] (“First Release Date”), if the amount of Escrow. Seller then remaining Escrow Funds as of such date is greater than the Minimum Escrow Amount, then Buyer and Sellers’ Representative shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title joint written instructions to the Property Escrow Agent, instructing the Escrow Agent to distribute to Sellers’ Representative (for further distribution to Sellers in accordance with their Applicable Percentage of Strata, Glacier Resources and/or the Asset Seller, respectively) an amount equal to (x) [***], less (y) the aggregate amount of claims to the Escrow Funds by Buyer or any Buyer Indemnified Person that have been paid to any Buyer Indemnified Person or are pending under the terms and procedures set forth in sufficient time to allow for this Agreement and the timely close Escrow Agreement (“Indemnity Pending Claim Amount”) as of Escrowthe First Release Date. Seller For the avoidance of doubt, if the remaining Escrow Funds is less than the Minimum Escrow Amount, or would be upon payment of any pending and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow claimed payment, then no amount shall be deposited released to Sellers or Sellers’ Representative at such date. No later than five (5) Business Days following the [***], Buyer and Sellers’ Representative shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute the then remaining Escrow Funds less the Indemnity Pending Claim Amount as of such date to Sellers’ Representative (for further distribution to Sellers in accordance with other their Applicable Percentage of Strata, Glacier Resources and/or the Asset Seller, respectively). The resolution of any dispute that precluded distribution of any portion of the Escrow funds Funds on the twenty-four (24) month anniversary of the Closing Date shall result in a general escrow account(sthe distribution of the remaining Escrow Funds to Sellers’ Representative (for further distribution to Sellers in accordance with their Applicable Percentage of Strata, Glacier Resources and/or the Asset Seller, respectively) and may be transferred or to any other such escrow trust account Buyer Indemnified Person, as applicable. (c) If Sellers or the Asset Seller Owners become obligated (whether through mutual agreement between Buyer or Sellers’ Representative on behalf of Sellers and the Asset Seller Owners as a result of a final non-appealable judicial determination or otherwise finally determined in any State accordance with the terms hereof or National Bank doing business the terms of the Escrow Agreement) to provide indemnification or another payment pursuant to or in accordance with the State terms of Californiathis Agreement, Buyer and Sellers’ Representative shall, if necessary for release of the Escrow Funds, execute joint written instructions to the Escrow Agent to disburse the appropriate amounts from the Escrow Funds in accordance with the terms of this Agreement and the Escrow Agreement. All disbursements Nothing in this Section 2.9 shall be made construed as limiting claims by wire transfer from such accounta Buyer Indemnified Person for satisfaction of any indemnification or other claims pursuant to Section 10.1 or otherwise, unless Seller requests another form of payment.” 2to the amount then held in escrow. Section 17 (Buyer’s Conditions to Close) Any costs and expenses of the Escrow Agent in connection with the Escrow Agreement shall be amended borne equally by Buyer, on the one hand, and restated in its entirety as follows:Sellers (jointly and severally), on the other hand.

Escrow. ▇▇▇▇▇ (a) Seller and Buyer hereby designate the Title Company as “Escrow Agent” to receive and hold the Deposit, and Escrow Agent agrees to open an escrow (“Escrow’) act in such capacity subject to the provisions of this Section 21. Promptly upon receipt, Escrow Agent shall hold the Deposit in a demand or money market account in a federally insured financial institution approved by Buyer and Seller located in Philadelphia, Pennsylvania, and such funds may not be commingled with any other deposits held by Escrow Agent. Any interest which accrues on the Deposit shall be deemed to be part of the Deposit and disposed with the Deposit in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 21. (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid On receipt by Escrow Agent of a statement executed by Buyer upon demand prior to, on or after the Closing Date, that this Agreement has been terminated by Buyer as of Escrow Holder. This Agreement constitutes the joint escrow instructions right or because of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act a default by Seller under this Agreement. The Parties agree , Escrow Agent shall within five (5) days thereafter deliver a copy of said statement to do all acts reasonably necessary Seller in accordance with Section 17 and return the Deposit to close Buyer on the tenth (10th) day after receipt by Escrow as soon as possibleAgent of said statement unless Escrow Agent, but in all events by no later than forty-nine (49) months after prior to such date, receives from Seller a statement contesting the Effective Date (June 30, 2023). The terms “closing” and/or “close accuracy of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office Buyer’s statement and demanding retention of the County Recorder. Recordation of instruments delivered through Deposit by Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Agent. (c) On receipt by Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt Agent of a statement executed by Seller prior to, on or after the Closing Date, that this Agreement has been terminated because of estimated closing cost a default by Buyer under this Agreement, Escrow Agent shall within five (5) days thereafter deliver a copy of said statement to Buyer in accordance with Section 17 and deliver the Deposit to Seller on the tenth (10th) day after receipt by Escrow Agent of said statement unless Escrow Agent, prior to such date, receives from Escrow Holder, deposit Buyer a statement contesting the balance accuracy of Seller’s statement and demanding retention of the Purchase Price together Deposit by Escrow Agent. (d) On receipt by Escrow Agent of a notice of objection from Seller or Buyer under subparagraphs (b) or (c) above, Escrow Agent shall retain the Deposit and thereafter deliver the proceeds of the Deposit to either Seller or Buyer, as Seller and Buyer may direct by a statement executed by them both, provided Escrow Agent may at any time after receiving such a statement retain the Deposit, and with additional funds as set forth notice to Seller and Buyer, surrender the Deposit to a court of competent jurisdiction in the statement. The deposit Commonwealth of Pennsylvania for such disposition as may be directed by such court. (e) Upon delivery of the Deposit to either Seller, Buyer or a court of competent jurisdiction under and pursuant to the provisions of this Section 21, Escrow Agent shall be made relieved of all liability, responsibility or obligation with respect to or arising out of the Deposit and any and all of its obligations arising therefrom. (f) The Escrow Agent is executing this Agreement for the sole purpose of agreeing to act as such in accordance with the wire transfer instructions terms of this Section 21. (g) The provisions of this Section 21 shall survive Closing or the Escrow Holder and shall be made in sufficient time to allow for the timely close earlier termination of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentAgreement.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees (a) There shall be withheld from (x) the shares that would otherwise be included in the Aggregate Share Consideration issuable pursuant to open an escrow (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”Section 2.02(c)(ii)(B), located a number of shares of Triarc Class B-1 Common Stock (if the Triarc B-1 Election shall have been made) or Triarc Class B-2 common Stock (if the Triarc B-2 election shall have been made) that is equal to the quotient obtained by dividing $18 million by the Current Market Price, and (y) the cash that would otherwise be included in the Per Share Merger Consideration payable to each holder of RTMRG Common Stock (the "RTMRG SHAREHOLDERS') pursuant to Section 2.02(c)(i) and Section 2.02(c)(ii)(A), cash in an amount equal to $2 million (such shares and cash being withheld pursuant to this Section 2.05(a) being hereinafter referred to as the "RTM ESCROW FUND"). To determine the number of shares and amount of cash to be withheld from each RTMRG Shareholder: (i) $20 million will be divided by the number of shares of RTMRG Common Stock issued and outstanding immediately prior to the First Effective Time, other than Excluded Shares and Dissenting Shares, to determine the "ESCROW AMOUNT PER SHARE"; and each RTMRG Shareholder's "INDIVIDUAL ESCROW AMOUNT" will be determined by multiplying the number of shares of RTMRG Common Stock owned by such RTMRG Shareholder immediately prior to the First Effective Time by the Escrow Amount Per Share. (ii) There shall be withheld from each RTMRG Shareholder listed in ANNEX G a pro rata portion of the total number of shares of Triarc Common Stock to be withheld for the RTM Escrow Fund determined based on the number of such shares to be issued to such RTMRG Shareholder and to all RTMRG Shareholders listed in ANNEX G. (iii) There shall be withheld from each RTMRG Shareholder listed in ANNEX G an amount of cash for the RTM Escrow Fund equal to the difference determined by subtracting from such RTMRG Shareholder's Individual Escrow Amount the value of the shares of Triarc Common Stock being withheld from him or her, valued at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇the Current Market Price. (iv) There shall be withheld from each RTMRG Shareholder listed in ANNEX F a pro rata portion of the amount of cash to be withheld for the RTM Escrow Fund MINUS the amount of cash withheld pursuant to Section 2.05(a)(iii) determined based on the number of shares of RTMRG Common Stock owned immediately prior to the First Effective Time by such RTMRG Shareholder and all RTMRG Shareholders listed on Annex F. (b) Triarc shall deliver such cash and Triarc Certificates representing such number of shares included in the RTM Escrow Fund to an institution reasonably acceptable to Triarc and the RTM Representatives, ▇▇▇ ▇▇▇▇▇as escrow agent (the "ESCROW AGENT"), ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully the RTMRG Shareholders will deliver to the Escrow Agent related stock transfer powers executed copy by the RTMRG Shareholders. The Escrow Agent shall hold such cash and Triarc Certificates representing the RTM Escrow Fund as security for (x) the obligations of the RTMRG Shareholders, the RTMAC Sellers, RTMMC and the RTMMC Members under the Escrow Agreement. The Triarc Certificates included in the RTM Escrow Fund shall be represented by stock certificates issued in the names of the applicable RTMRG Shareholders. (c) By their approval and adoption of this Agreement and by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions their acceptance of the PartiesPer Share Merger Consideration, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:RTMRG Shareholders will be

Escrow. ▇▇▇▇▇ agrees (a) The following shall be deposited in a segregated escrow account (the “Escrow Account”) with the Escrow Agent: (i) as the sole remedy for the indemnification obligations of the Company Indemnitors set forth in Section 7.1(a), 7,500,000 of the shares of Holdco Common Stock issuable upon the Closing of the Company Merger to open the Members (the “Indemnity Escrow Shares”); and (ii) as the sole means of providing for downward adjustments (if any) to the aggregate number of shares of Holdco Common Stock issued hereunder (or any related surrender of shares of Holdco Common Stock by the Members) pursuant to Section 1.5(d)(iv), an escrow additional 1,000,000 of the shares of Holdco Common Stock issuable upon the Closing of the Company Merger to the Members (the “Escrow’) Adjustment Escrow Shares” and together with the Indemnity Escrow Shares and the Adjustment Escrow Shares, the “Escrow Shares”). The Escrow Shares shall be allocated among the Members in the same proportion as their proportionate share of the Holdco Common Stock being issued hereunder, all in accordance with this Agreement the terms and conditions of the escrow agreement to be entered into at ▇▇▇▇▇▇▇ Title the Closing between Holdco, the LIBB Representative, the Committee and Continental, as escrow agent (“Escrow HolderAgent”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy substantially in the form of this Agreement by no later than seven Exhibit B hereto (7the “Escrow Agreement”). (b) days after City Council approval of this Agreement. Buyer shall, concurrent with On the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within date that is three (3) days Business Days after Buyer waives due diligence conditions as set forth (i) if there are no Items of Dispute, the thirtieth (30th) calendar day after the Independent Parties’ receipt of the Closing Net Working Capital Statement, or (ii) if there are Items of Dispute, the day such Items of Dispute are finally resolved in accordance with Section 4 1.5(d), the Escrow Agent shall release the number of Adjustment Escrow Shares (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond surrendered to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made Holdco in accordance with Section 1.5(d) to Holdco and shall release the wire transfer instructions remainder of the Adjustment Escrow Holder and Shares to the Members in the same proportions as originally deposited into escrow. (c) No Indemnity Escrow Shares shall be made in sufficient time released from the Escrow Account until the date on which Holdco’s independent registered public accounting firm has issued its report relating to allow Holdco’s financial statements for its fiscal year ending December 31, 2015 (the timely close of Escrow“Escrow Termination Date”). Buyer On the Escrow Termination Date, the Escrow Agent shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title release to the Property Members any remaining Indemnity Escrow Shares, less the number of Indemnity Escrow Shares to be applied in sufficient time satisfaction of resolved indemnification claims or reserved with respect to allow for unresolved indemnification claims made prior to such date pursuant to Section 7.1(a) (“Pending Claims”), in the timely close same proportions as originally deposited into escrow. Promptly after each Pending Claim has been finally resolved, any remaining Indemnity Escrow Shares not applied in satisfaction of Escrow. Seller resolved indemnification claims or reserved with respect to Pending Claims shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title be delivered to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business Members in the State of California. All disbursements shall be made by wire transfer from same proportions as originally deposited into escrow promptly upon such account, unless Seller requests another form of paymentresolution.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees (a) The Restricted Shareholder hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to open an transfer the Restricted Shares which are subject to the Restrictions from the Restricted Shareholder to the Company or the Employer, as applicable, in the event of forfeiture of such shares pursuant to Section 2.1. (b) To insure the availability for delivery of the Restricted Shares upon forfeiture pursuant to Section 2.1, the Restricted Shareholder hereby appoints the Secretary, or any other person designated by the Company as escrow (“Escrow’) in accordance with agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such shares, if any, forfeited pursuant to this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”)and shall, located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval upon execution of this Agreement. Buyer shall, concurrent deliver and deposit with the delivery Secretary of this Agreement deposit Five Thousand Dollars the Company, or such other person designated by the Company, the share certificates representing the Restricted Shares, together with the share assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Shares and Zero cents ($5,000.00) into Escrowshare assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Restricted Shareholder attached hereto as Exhibit B, until all of the Restrictions expire or shall have been removed. Buyer Upon the lapse of the Restrictions on the Restricted Shares, the escrow agent shall promptly deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth to the Restricted Shareholder the certificate or certificates representing such shares in Section 4 (b) above. These deposits may be referred the escrow agent’s possession belonging to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, chargesRestricted Shareholder, and costs (including transfer taxes, if any) which arise in the Escrow, escrow agent shall be paid by Buyer upon demand discharged of Escrow Holder. This Agreement constitutes all further obligations hereunder; provided, however, that the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance other restrictions imposed pursuant to this Agreement. Concurrent . (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ Restricted Shares in escrow and Seller. Buyer shall review while acting in good faith and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions exercise of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentits judgment.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees to open (a) At the Closing, the Purchaser will deposit ten million dollars ($10,000,000) of the Purchase Price (the “Escrow Deposit”), in cash by wire transfer of immediately available funds into an escrow account (the “Escrow’Escrow Account”) established by the Purchaser and the Seller with a nationally-recognized bank mutually agreeable to the parties (the “Escrow Agent”) pursuant to an escrow agreement in a form reasonably agreeable to the Purchaser, the Seller and the Escrow Agent (the “Escrow Agreement”). The Escrow Deposit, together with any interest and other earnings thereon (collectively, the “Escrow Funds”), will be held during the Escrow Period (as defined below), to serve as a source of recovery for: (i) any Downward Post Closing NWC Adjustment pursuant to Section 2.5(c); and (ii) any indemnifiable Losses determined pursuant to Article X to be owed by the Seller to Purchaser Indemnified Parties under Section 7.2 or Article X. The time period in which Escrow Funds are held in the Escrow Account in accordance with this Section 2.4 and the Escrow Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be is referred to herein as the “▇▇▇▇▇▇▇ Money DepositsEscrow Period”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against . (b) On December 31, 2010, the Purchase Price at closing. All usual and reasonable feesEscrow Agent shall release to the Seller three million dollars ($3,000,000) of the Escrow Funds, charges, and costs less the amount (including transfer taxes, if any) by which arise the aggregate amount of any claims of Purchaser Indemnified Parties under Section 7.2 or Article X that are pending or have been previously paid as of such date exceed seven million dollars ($7,000,000) (the “Initial Escrow Release”). Upon resolution of any such claim(s) in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions favor of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made Seller in accordance with Article X, the wire transfer instructions Escrow Funds (if any) that were not released in the Initial Escrow Release due to such claim(s) being pending shall be released by the Escrow Agent to the Seller pursuant to the terms and conditions of the Escrow Holder and Agreement. (c) As soon as reasonably practicable after the one (1) year anniversary of the Closing Date, the Escrow Agent shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title release to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with any Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business Funds then remaining in the State Escrow Account, less the amount of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form any claims of payment.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:Purchaser Indemnified Parties under

Escrow. ▇▇▇▇▇ agrees At or prior to open an the Closing, the Purchaser Representative, the Seller Representative and Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to the Purchaser and the Company), as escrow agent (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (the “Escrow HolderAgent”), located shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Company (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent a number of shares of Purchaser Common Stock (with each share valued at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇the Redemption Price) equal to one percent (1%) of the Merger Consideration (the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, ▇▇▇ ▇▇▇▇▇the “Escrow Shares”) to be held, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven along with any other dividends, distributions or other income on the Escrow Shares (7) days after City Council approval of this Agreement. Buyer shall, concurrent together with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as Shares, the “▇▇▇▇▇▇▇ Money DepositsEscrow Property”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against ), in a segregated escrow account (the Purchase Price at closing. All usual “Escrow Account”) and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made disbursed therefrom in accordance with the wire transfer instructions terms of Section 1.13 hereof and the Escrow Agreement. The Escrow Property shall be allocated among and transferred to the Company Shareholders pro rata based on their respective Pro Rata Share. The Escrow Property shall serve as the sole source of payment for the obligations of the Company Shareholders under Section 1.13. Unless otherwise required by Law, all distributions made from the Escrow Holder and Account shall be made in sufficient time to allow for treated by the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title Parties as an adjustment to the Property in sufficient time number of shares of Shareholder Merger Consideration received by the Company Shareholders pursuant to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentArticle I hereof.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees Notwithstanding anything in this Agreement to open the contrary, any payment the Selling Stockholders are obligated to make to any Purchaser Indemnified Parties pursuant to this Article VIII shall be paid first, to the extent there are sufficient funds in the Indemnity Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account by the Escrow Agent within five Business Days after such payment becomes payable hereunder (and shall accordingly reduce the Indemnity Escrow Amount) and, second, to the extent the Indemnity Escrow Amount is insufficient to pay any remaining sums due, and such payment relates to a Loss for which the Indemnity Escrow Amount is not the sole recourse pursuant to Section 8.4(b), then the Selling Stockholders shall be required to pay all of such additional sums due and owing to the Purchaser Indemnified Parties by wire transfer of immediately available funds within five Business Days after such amounts become payable hereunder. On the fifth anniversary of the Closing Date, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser for any indemnification claim or otherwise earlier released in accordance with the terms of the Escrow Agreement) to the Selling Stockholders (in accordance with the directions of the Stockholder Representative), except that the Escrow Agent shall retain an escrow amount (up to the total amount then held by the Escrow Agent) equal to the amount of claims for indemnification under this Article VIII asserted prior to such fifth anniversary but not yet resolved (“Escrow’Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser for any such claims resolved in favor of Purchaser) upon their resolution in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Article VIII and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentAgreement.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees (a) At or prior to open the Closing, the Purchaser Representative, the Seller Representative and an escrow agent mutually acceptable to the Company and the Purchaser, acting reasonably (the “Escrow’Escrow Agent”), shall enter into one or more Escrow Agreements, effective as of the Effective Time, in form and substance reasonably satisfactory to the Parties (each, an “Escrow Agreement”), pursuant to which the Purchaser shall (i) issue to the Escrow Agent four percent (4%) of the number of Merger Consideration Shares equal to (A) the Merger Consideration Shares less (B) the Guarantee Escrow Shares less (C) the Net Income Escrow Shares (if any) (such resulting Merger Consideration Shares, together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Indemnity Escrow Shares”) to be held, along with any other dividends, distributions or other income on the Indemnity Escrow Shares (together with the Indemnity Escrow Shares, the “Indemnity Escrow Property”), by the Escrow Agent in a segregated escrow account (the “Indemnity Escrow Account”) and disbursed therefrom in accordance with this the terms of Article VI hereof and such Escrow Agreement at ▇▇▇▇▇▇▇ Title applicable to the Indemnity Escrow Shares, (ii) issue to the Escrow Agent a number of Merger Consideration Shares equal to the Guarantee Escrow Share Amount (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Guarantee Escrow Shares”) to be held by the Escrow Agent in a segregated escrow account (the “Guarantee Escrow Account”) and disbursed therefrom in accordance with the terms of Article XII hereof and such Escrow Agreement applicable to the Guarantee Escrow Shares, and (iii) if the Net Income Escrow Share Amount is not zero, issue to the Escrow Agent a number of Merger Consideration Shares equal to the Net Income Escrow Share Amount (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Net Income Escrow Shares”, and together with the Guarantee Escrow Shares and the Indemnity Escrow Shares, the “Escrow HolderShares”)) to be held by the Escrow Agent in a segregated escrow account (the “Net Income Escrow Account” and, located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇the Indemnity Escrow Account, ▇▇▇ ▇▇▇▇▇the Guarantee Escrow Account, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Net Income Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be Account are collectively referred to herein as the “▇▇▇▇▇▇▇ Money DepositsEscrow Account”) and disbursed therefrom in accordance with the terms of Article XII hereof and such Escrow Agreement applicable to the Net Income Escrow Shares. (b) The Indemnity Escrow Property shall be allocated among and transferred to the Company Shareholders pro rata based on their respective Pro Rata Share. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, chargesIndemnity Escrow Property shall serve as a security for, and costs (including transfer taxesa source of payment of, if any) which arise in the EscrowIndemnified Parties’ indemnity rights pursuant to Article VI. Unless otherwise required by Law, all distributions made from the Indemnity Escrow Account shall be paid treated by Buyer upon demand the Parties as an adjustment to the number of Merger Consideration Shares received by the Company Shareholders pursuant to Article I hereof. (c) The Indemnity Escrow Holder. This Agreement constitutes Property shall not be subject to any indemnification claim to the joint escrow instructions of extent made after the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered date which is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine eighteen (4918) months after the Effective Closing Date (June 30the “Expiration Date”); provided, 2023however, with respect to any indemnification claims made in accordance with Article VI hereof on or prior to the Expiration Date (including those at are revised or adjusted in accordance with Article VI after the Expiration Date) that remain unresolved at the time of the Expiration Date (“Pending Claims”). The terms “closing” and/or “close , all or a portion of Escrow” the Indemnity Escrow Property reasonably necessary to satisfy such Pending Claims (as used herein shall mean determined based on the date necessary instruments amount of conveyance are recorded the indemnification claim included in the office Claim Notice provided by the Purchaser Representative under Article VI and the Purchaser Share Price as of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper Expiration Date) shall remain in the issuance of title insurance Indemnity Escrow Account until such time as such Pending Claim shall have been finally resolved pursuant to this Agreementthe provisions of Article VI. Concurrent After the Expiration Date, any Indemnity Escrow Property remaining in the Indemnity Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Company Shareholders that have previously delivered the Transmittal Documents to the Surviving Company or the Purchaser in accordance with Section 1.9, with each such Company Shareholder receiving its Pro Rata Share of such Indemnity Escrow Property. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any Indemnity Escrow Property remaining in the Indemnity Escrow Account to the Company Shareholders that have previously delivered the Transmittal Documents to the Surviving Company or the Purchaser in accordance with Section 1.9, with each such Company Shareholder receiving its Pro Rata Share of such Indemnity Escrow Property. (d) The Guarantee Escrow Shares shall be allocated as between the Purchaser (for cancellation in connection with the opening issuance to the Company Shareholders of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ Borqs Guarantee Issued Shares) and Seller. Buyer shall review and respond to said Preliminary Report the Sponsor (and/or any assignee of Sponsor under the Backstop Agreement) as set forth in Section 4 Article XII. While the Guarantee Escrow Shares are held in the applicable Escrow Account, the Sponsor shall be entitled to (bi) exercise voting rights with respect to such shares, and (ii) receive dividends (if declared) with respect to the Guarantee Escrow Shares (other than those paid in equity securities, which shall be included as part of the Guarantee Escrow Shares). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit The Parties shall treat the balance Sponsor as the owner of the Purchase Price together Guarantee Escrow Shares for U.S. federal income Tax purposes. Unless otherwise required by applicable Law, all distributions from the Guarantee Escrow Account to the Sponsor shall be treated by the Parties for Tax purposes as adjustment to the basis of the Sponsor’s investment in Purchaser stock. In the event that the Guarantee Escrow Shares are surrendered by the Escrow Agent to the Purchaser, the surrender shall be treated by the parties as a shareholder contribution to capital for the Sponsor for U.S. federal income Tax purposes. The Guarantee Escrow Shares shall not be subject to release except in accordance with additional funds applicable Escrow Agreement and the release procedures set forth in Article XII. If all or any portion of the Guarantee Escrow Shares are allocated to the Purchaser for cancellation in connection with the issuance to the Company Shareholders of the Borqs Guarantee Issued Shares in accordance with Article XII, such Guarantee Escrow Shares shall be transferred by the Escrow Agent to the Purchaser by way of surrender or by way of compulsory redemption by the Purchaser for nil consideration (both of which methods are hereby agreed and accepted by all parties hereto and will also be agreed to by the Escrow Agent), and the Purchaser shall cancel such shares and issue the equivalent number of the Borqs Guarantee Issued Shares to the Company Shareholders that have previously delivered the Transmittal Documents to the Surviving Company or the Purchaser in accordance with Section 1.9, with each such Company Shareholder receiving its Pro Rata Share of such shares. (e) The Net Income Escrow Shares, if any, shall be distributed to the Company Shareholders or released to the Purchaser (for the purpose of cancellation), as set forth in Article XII. While the statementNet Income Escrow Shares are held in the applicable Escrow Account, each Company Shareholder shall, according to such Company Shareholder’s Pro Rata Share of the Net Income Escrow Shares, be entitled to (i) exercise voting rights with respect to such shares and (ii) receive dividends (if declared) with respect to the Net Income Escrow Shares (other than those paid in equity securities, which shall be included as part of the Net Income Escrow Shares). The deposit Parties shall treat the Company Shareholders as the owners of the Net Income Escrow Shares for U.S. federal income Tax purposes. Unless otherwise required by Law, all distributions made from the Net Income Escrow Account shall be made treated by the Parties for Tax purposes as an adjustment to the number of Merger Consideration Shares received by the Company Shareholders pursuant to Article I hereof. The Net Income Escrow Shares shall not be subject to release except in accordance with the wire transfer instructions applicable Escrow Agreement and the release procedures set forth in Article XII. If all or any portion of the Net Income Escrow Holder and Shares are allocated to the Company Shareholders in accordance with Article XII, such Net Income Escrow Shares shall be made in sufficient time to allow for transferred by the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title Agent to the Property in sufficient time to allow for Company Shareholders that have previously delivered the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title Transmittal Documents to the Property Surviving Company or the Purchaser in accordance with Section 1.9, with each such Company Shareholder receiving its Pro Rata Share of such Net Income Escrow Shares. Any or all portions of the Net Income Escrow Shares that are not allocated to Buyer the Company Shareholders in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit accordance with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow Article XII shall be deposited with other returned to the Purchaser by way of surrender or by way of compulsory redemption by the Purchaser for nil consideration (both of which methods are hereby agreed and accepted by all parties hereto and will also be agreed to by the Escrow funds in a general escrow account(sAgent) and may be transferred to any other such escrow trust account immediately cancelled by the Purchaser in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentaccordance with Article XII.” 2. c. Section 17 (Buyer’s Conditions to Close) 5.18 of the Agreement is hereby amended to add the following immediately prior to the period at the end of the first sentence thereof: “and (iii) to pay any loans owed by the Purchaser to the Sponsor for any reasonable Expenses, Deferred Expenses or other administrative expenses incurred by the Purchaser”. d. Sections 6.3 and 6.4 of the Agreement is hereby amended such that all references to “Escrow Shares” in Section 6.3 and 6.4 shall instead be amended and restated in its entirety as follows:replaced with references to “Indemnity Escrow Shares”.

Escrow. ▇▇▇▇▇ agrees (a) At Closing, PhotoMedex, Radiancy, the PhotoMedex Representative (as defined below), the Radiancy Representative (as defined below) and Broadridge Corporate Issuer Solutions, Inc. (or such other Person as may be mutually agreed upon by the Parties, the “Escrow Agent”) shall enter into an Escrow Agreement, in the form and substance reasonably satisfactory to open an escrow the Parties (the “Escrow’Escrow Agreement”) and PhotoMedex shall deposit with the Escrow Agent certificates representing Eight Hundred Thousand (800,000) shares of PhotoMedex Common Stock (the “Escrow Securities”). As the remedy of PhotoMedex and the PhotoMedex Indemnified Parties (as defined below), on one hand, or as the remedy of Radiancy and the Radiancy Indemnified Parties (as defined below), on the other hand, the Escrow Securities shall be applied to satisfy any PhotoMedex indemnification claims or Radiancy indemnification claims pursuant to and in accordance with Section 5.18. Upon release from escrow, the Escrow Securities shall be allocated in accordance with the PhotoMedex Stockholder Allocation in the event of a PhotoMedex indemnification claim or allocated in accordance with the Radiancy Stockholder Allocation in the event of a Radiancy indemnification claim. The Escrow Securities shall no longer be subject to any PhotoMedex Claim or Radiancy Claim after the six (6) month anniversary of the Closing Date (the “Claim Termination Date”); provided, however, that with respect to any PhotoMedex Claim(s) and/or Radiancy Claim(s) that remains unresolved at the time of the Claim Termination Date and notice of which was properly and timely delivered pursuant to Section 5.18, a portion of the Escrow Securities reasonably necessary to satisfy such claim(s) shall remain subject to escrow until such time as such claim(s) shall have been finally resolved pursuant to the provisions of Section 5.18 and, in the event the aggregate amount of the unresolved claim(s) is in excess of the value of the remaining Escrow Securities in the escrow fund (as calculated pursuant to the next sentence), all such Escrow Securities shall remain subject to escrow until final resolution of such claim(s). For purposes of satisfying any Damages (as defined below) incurred by PhotoMedex and the PhotoMedex Indemnified Parties pursuant to a PhotoMedex Claim or Radiancy and the Radiancy Indemnified Parties pursuant to a Radiancy Claim, as the case may be, the Escrow Securities shall be deemed to be valued at the average closing trading price of PhotoMedex Common Stock for the period beginning ten (10) Trading Days prior to the date of this Agreement at and ending ten (10) Trading Days after the date of this Agreement. Any Escrow Securities released to the Radiancy Stockholders shall be deemed to be Merger Consideration. Any Escrow Securities remaining in escrow after the Claim Termination Date and not subject to any unresolved PhotoMedex Claim or Radiancy Claim shall be cancelled. (b) The Parties agree that (i) ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at . ▇▇▇▇ ▇▇▇▇▇▇ ▇-Dror shall be appointed as the Radiancy Representative and the attorney-in-fact for and on behalf of the Radiancy Stockholders with respect to this Section 1.3, Section 5.18 and the Escrow Agreement and the taking by the Radiancy Representative of any and all actions and the making of any decisions required or permitted to be taken by him or her under this Section 1.3, Section 5.18 or the Escrow Agreement; and (ii) ▇▇▇▇▇ ▇▇▇▇▇. Sight shall be appointed as the PhotoMedex Representative and the attorney-in-fact for and on behalf of the PhotoMedex Stockholders with respect to this Section 1.3, ▇▇▇ ▇▇▇▇▇Section 5.18 and the Escrow Agreement and the taking by the PhotoMedex Representative of any and all actions and the making of any decisions required or permitted to be taken by him or her under this Section 1.3, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Section 5.18 or the Escrow Agreement; including in each case the exercise of the power to (i) agree to, negotiate, enter into settlements and deposit a fully executed copy compromises of and comply with orders of courts with respect to any indemnification claims, (ii) resolve any indemnification claims, and (iii) take all actions necessary in the judgment of the Radiancy Representative or the PhotoMedex Representative, as the case may be, for the accomplishment of the other terms, conditions and limitations of this Agreement by no later than seven (7) days after City Council approval of this Section 1.3, Section 5.18 and the Escrow Agreement. Buyer shallEach Party and the Escrow Agent shall only be required to acknowledge or act upon written communication signed by the Radiancy Representative and/or the PhotoMedex Representative. No bond shall be required of the Radiancy Representative or the PhotoMedex Representative, concurrent and neither the Radiancy Representative nor the PhotoMedex Representative shall receive any compensation for his or her services under this Agreement and the Escrow Agreement with respect to the Escrow Securities and any indemnification claims hereunder. The Radiancy Representative shall have no liability whatsoever to the Radiancy Stockholders relating to his or her service as Radiancy Representative (including any action taken or omitted to be taken), except that he or she shall be liable for harm that he or she directly causes by an act of willful misconduct. The PhotoMedex Representative shall have no liability whatsoever to the PhotoMedex Stockholders relating to his or her service as PhotoMedex Representative (including any action taken or omitted to be taken), except that he or she shall be liable for harm that he or she directly causes by an act of willful misconduct. PhotoMedex shall pay all reasonable out-of-pocket expenses (including, without limitation, all fees and expenses of counsel, accountants, experts and consultants) incurred by the Radiancy Representative or the PhotoMedex Representative, as the case may be, in connection with the delivery performance of his or her respective obligations as the Radiancy Representative or the PhotoMedex Representative, as the case may be, under this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymenttransactions contemplated hereby.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees Prior to open the closing date, the Shareholder shall deliver to an escrow (“Escrow’) agent, to be agreed upon by the parties, hereinafter called escrow agent a certificate evidencing ownership of an 80% equity interest in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy the Company duly indorsed. CFC shall deliver to the escrow agent 3,000,000 shares of its common stock as described in Section One of this Agreement by no later than seven agreement. The escrow shall be subject to the following terms and conditions: (71) days after City Council approval On the Closing Date, the escrow agent shall deliver the shares of CFC and Company's ownership interest as set forth and provided in Section One of this Agreement. Buyer shall, concurrent with agreement. (2) All fees and expenses of the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer escrow agent shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three be borne equally by the parties. (3) days Additional shares received by the Shareholder with respect to shares held in escrow, as a result of stock dividends and stock splits shall be delivered to the escrow agent and shall be subject to the terms of this agreement. (4) The escrow agent shall hold the undistributed shares deposited hereunder until May 1, 2001, whereupon he shall release to the Shareholder the balance of shares remaining in escrow after Buyer waives due diligence conditions adjustment as set forth in Section 4 Seven of this agreement and payment to CFC of all of its indemnity claims, approved as hereinafter provided, except that in the event a claim that may result in indemnification hereunder remains undetermined as of May 30, 2001, as adequate number of shares shall be retained in escrow to provide for payment of such claim. (b5) above. These deposits may be referred In the event of any claim by CFC for indemnification hereunder, CFC shall give written notice to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, chargesShareholder thereof, and costs (including transfer taxesthe parties shall attempt to reach agreement in respect thereto. If the parties fail to reach agreement within ten days after notice of a claim has been given, if any) which arise in the Escrow, issue shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder submitted to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made arbitration in accordance with the wire transfer instructions rules and requirements of the Escrow Holder and American Arbitration Association then obtaining. The decision of the arbitrator shall be made final and binding on all parties, and appropriate instructions in sufficient time to allow for conformity therewith shall immediately be given by the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title arbitrator to the Property escrow agent, who is authorized and directed to rely on such instructions. (6) The Shareholder shall have the right, at his own expense, to be represented by counsel of his own choice in sufficient time connection with the defense of any claim which may be brought against Company in respect to allow for which CFC may be entitled to indemnification under this agreement. In the timely close event of Escrow. Seller any such claim, CFC shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title give prompt written notice thereof to the Property Shareholder. If, after having received such notice, the Shareholder elects not to Buyer participate in sufficient time to allow for the timely close defense of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow such claim, they shall be deposited with other Escrow funds bound by the result obtained by CFC in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentdefense thereof.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees (a) The Escrow Account established in accordance with Section 2.01(e) shall be invested, maintained and disbursed in accordance with the terms and conditions of this Agreement and the Escrow Agreement. The parties hereto hereby agree to open an escrow (“Escrow’) jointly instruct the Escrow Agent to disburse funds from the Escrow Account in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Section 9.10. The Final Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Amount shall be available to satisfy any and deposit a fully executed copy all claims of this Agreement by no later than seven (7) days after City Council approval the Purchaser Indemnitees set forth in Article IX of this Agreement. Buyer shallIn respect of claims covered by the Final Escrow Amount, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer Purchaser shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied proceed first against the Purchase Price at closing. All usual Escrow Account to the extent of the funds available therein to satisfy any such claims and reasonable fees, charges, may not proceed directly against Seller with respect thereto unless and costs (including transfer taxes, if any) which arise until sufficient funds are no longer available in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes Account (either because claims against the joint escrow instructions of Escrow Account exceed the Parties, and ▇▇▇▇▇▇ Holder available balance therein or because any remaining balance therein has been distributed to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made Seller in accordance with the wire transfer instructions terms of this Agreement or the Escrow Agreement). (b) On the Escrow Expiration Date, all remaining funds of the Final Escrow Holder and Amount shall be made in sufficient time disbursed to allow for Seller, together with the timely close earnings thereon. Notwithstanding the foregoing, if on the Escrow Expiration Date there is then pending and unresolved one or more claims of Escrow. Buyer shall execute the Purchaser Indemnitees and deposit into Escrow a Certificate of Acceptance accepting fee title if the Purchaser Indemnitees have delivered to Seller and to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title Escrow Agent a notice at least one day prior to the Property Escrow Expiration Date setting forth an updated description in reasonable detail of all such claims to Buyer in sufficient time the extent known and the amount of each such claim to allow for the timely close of Escrow. Seller and Buyer agree to deposit with extent reasonably quantifiable, the Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow Agent shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business retain in the State Escrow Account, pending resolution of California. All disbursements such claims, an amount equal to the aggregate amount so claimed, and upon final disposition of each such claim shall be made by wire transfer from such account, unless disburse to Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to Close) the amount so withheld in excess of the Agreement shall be amended and restated in its entirety as follows:remaining claim.

Escrow. ▇▇▇▇▇ agrees a. Seller and the Company agree to open deliver an escrow (“Escrow’) in accordance with executed copy of this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇to the Company’s legal counsel, ▇▇▇▇▇▇▇▇▇▇ PLLC (the “Escrow Agent”), by electronic mail to ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “@▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against ▇▇.▇▇▇. The Escrow Agent shall notify the parties hereto by electronic mail of its receipt of a signed copy of this Agreement by both parties. Once so notified, the Company shall pay or cause its designees to pay to the Escrow Agent’s IOLTA Trust account the Purchase Price. Upon receipt by the Escrow Agent of the Purchase Price at closingin full, subject to subsections (g) and (h) of this section, the Escrow Agent shall promptly release the Purchase Price to Seller and release the fully signed copy of this Agreement to both parties. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, The date of such release shall be paid by Buyer upon demand of Escrow Holderdeemed to be the “Closing Date”. This Agreement constitutes If the joint escrow instructions Closing Date does not occur within five (5) business days of the Partiesdate of this Agreement, then either party may notify the other party and the Escrow Agent of its desire to terminate this Agreement and upon receipt of such notice by the other party and the Escrow Agent, this Agreement shall automatically become null and void. b. Seller and the Company agree and acknowledge that ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into has requested ▇▇▇▇▇▇ an executed Agent to act as the escrow agent, despite ▇▇▇▇▇▇ Agent’s disclosure to Seller and the Company that the Escrow Agent represents the Company in connection with the Sale and the Agreement, or other matters. Seller and the Company agree and acknowledge that the Escrow Agent has disclosed that the Escrow Agent’s representation of the Company in connection with the Sale, the Agreement, or any other matter may be adverse to (i) its duties as Escrow Agent hereunder or (ii) its duties to the Seller, and therefore, an actual conflict of interest may exist. Escrow Agent does not believe that its representation of the Company hereunder will impair its ability to perform its duties as Escrow Agent pursuant to the terms herein. c. Seller and the Company have each had the opportunity to consult with counsel and with full knowledge of all relevant facts Seller and the Company acknowledge, agree and consent to Escrow Agent (i) continuing to act as Escrow Agent hereunder and (ii) continuing to represent the Company in the Sale, the Agreement, and in any other matter, including, without limitation, any matter, claim, or dispute between the parties hereto, whether or not Escrow Agent is in possession of the escrowed funds and continues to act as Escrow Agent. TO THE EXTENT THAT ANY CONFLICT OR POTENTIAL CONFLICT ARISES, SELLER AND THE COMPANY, INDIVIDUALLY AND ON BEHALF OF SUCH PARTY’S SUCCESSORS AND ASSIGNS, WAIVE ANY OBJECTION THERETO. d. In the event the Company elects to discontinue its engagement of Escrow Agent as its attorney, or should an adverse relationship arise between the Company and Seller, Seller acknowledges that Escrow Agent may continue without restriction to act as Escrow Agent hereunder. e. The duties of the Escrow Agent shall be determined solely by the express provisions of this Agreement. f. The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience and that Escrow Agent shall not be liable to either party for any act or omission on its part unless taken or suffered in bad faith or in willful disregard of this Agreement or involving gross negligence on the part of Escrow Agent. Seller and the Company hereby jointly and severally agree to indemnify and save the Escrow Agent harmless from and against any and all loss, damage, claims, liabilities, judgments and other costs and expenses of every kind and nature (including reasonable attorney’s fees) incurred in connection with the performance of ▇▇▇▇▇▇ conveying fee title Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith or in willful disregard of this Agreement or involving gross negligence on the part of Escrow Agent. g. If, notwithstanding payment of the Purchase Price to the Property Escrow Agent IOLTA Trust account and the Escrow Agent’s receipt of fully-executed copies of this Agreement pursuant to Buyer subsection (a) of this section, for any reason Closing has not occurred, and either party gives written notice to Escrow Agent demanding payment of the escrowed funds, Escrow Agent shall give prompt written notice to the other party of such demand. If Escrow Agent does not receive written notice of objection from such other party to the proposed payment within 5 business days after the giving of such written notice, Escrow Agent is hereby authorized and directed to make such payment. If Escrow Agent does receive such written notice of objection within 5 business days or if for any other reason Escrow Agent in sufficient time good faith shall elect not to allow make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written notice signed by the parties to this contract or by a final, nonappealable judgment, order or decree of a court. h. If there is any dispute or doubt as to which party is entitled to the escrowed funds, the Escrow Agent shall hold the escrowed funds until otherwise directed by written notice from the parties to the Agreement or by a final, nonappealable judgment, order or decree of a court. In the event of such a dispute, ▇▇▇▇▇▇ Agent shall have the right to: (i) commence an interpleader action for the timely close purpose of Escrowdetermining the persons or entities to whom payment should be made; (ii) deposit the escrowed funds with the clerk of a court in the county in which the Property is located; or (iii) take such affirmative steps as it may elect in order to substitute an impartial party to hold the escrowed funds and to terminate its duties as Escrow Agent. Seller Escrow Agent shall have a first lien on all funds held by it for its reasonable compensation or for any reasonable cost, liability, expense or fee, including reasonable attorney's fees, which it may incur in connection with the disbursement of funds or upon it being made a party to any legal or equitable proceedings which is brought by any of the parties hereto concerning the disposition of the funds held hereunder. If any controversy arises hereunder, or Escrow Agent is made a party to, or intervenes in, any litigation pertaining to the escrowed funds, Escrow Agent shall be reasonably compensated for such extraordinary services, and Buyer agree shall be reimbursed for all reasonable costs and expense occasioned by such controversy or litigation. i. Upon disbursement in accordance with the terms of this Agreement, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder. j. Escrow Agent may act or refrain from acting in respect of any matter referred to deposit herein in full reliance upon and with Escrow Holder any additional instruments as the advice of counsel which may be reasonable selected by it (including any member of its firm) and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other fully protected in so acting or refraining from action upon the advice of such counsel. k. The Escrow funds in a general escrow account(s) Agent shall be entitled to rely on any instrument or signature believed by it to be genuine and may be transferred assume that any person purporting to give any other writing, notice or instruction in connection with this Agreement is duly authorized to do so by the party on whose behalf such escrow trust account in any State writing, notice or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentinstruction is given.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees to open an At the Closing, Buyer shall deposit with the escrow (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”)agent, located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇which shall be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy Ingersoll, Professional Corporation ("BIPC"), the sum of this Agreement by no later than seven Two Million Dollars (7$2,000,000) days after City Council approval (the "Escrow Amount"). The Escrow Amount shall be held in escrow, in an interest bearing account. The Escrow Amount shall be divided into two portions. One portion (the "Closing Adjustment Escrow Amount") shall consist of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Hundred Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees500,000), charges, and costs (including transfer taxes, if any) which arise in the Escrow, amount shall be paid by on the day the parties have agreed upon the Final Statement in the following amounts and order of priority: First, to Buyer upon demand of Escrow Holder. This Agreement constitutes in an amount equal to the joint escrow instructions amount of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as net adjustment set forth in the statementFinal Statement to be made in favor of Buyer, if any, which amount shall not exceed the Closing Adjustment Escrow Amount, and Second, if any amount remains, to the Shareholders, in the same proportion as the Purchase Price paid to such Shareholder bears to the aggregate Purchase Price paid to all Shareholders. The deposit second portion (the "Indemnity Reserve Escrow Amount") shall consist of One Million Five Hundred Thousand Dollars ($1,500,000), which amount shall be paid in the following amounts and order of priority: First, to Buyer, from time to time in accordance with and subject to the provisions concerning the obligations of the Shareholders to indemnify Buyer contained in Section 12 hereof; Second, to the Shareholders, in the same proportion as the Purchase Price paid to such Shareholder bears to the aggregate Purchase Price paid to all Shareholders. on the day which is fifteen (15) months following the Closing Date, in an amount equal to the net amount of the remaining Indemnity Reserve Escrow Amount, if any, less the amount as to which there is pending a good faith claim by Buyer for indemnity pursuant to Section 12 hereof; and Third, to Buyer or Shareholders in accordance with the resolution of pending claims for indemnity following the day which is fifteen (15) months following the Closing Date. Disbursements of the Escrow Amount shall be made in accordance with the wire transfer instructions terms of the Escrow Holder Agreement among the parties in the form attached hereto as Exhibit 2(b). All interest and earnings on the Escrow Amount shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:Shareholders.

Escrow. ▇▇▇▇▇ (a) The Company and Seaway hereby appoint Escrow Agent to act as the escrow agent, and Escrow Agent hereby accepts such appointment, under the terms of this Section 8. Escrow Agent agrees to open an escrow (“Escrow’) hold the Settlement Amount, Seaway Warrant, and original execution copies of the Rule 144 Certificate, Broker's Certificate, and this Agreement until released in accordance with Section 8(b) or Section 8(c) of this Agreement. (b) At such time that Escrow Agent shall have received each of the Settlement Amount, the Seaway Warrant, the Rule 144 Certificate and Broker's Certificate executed as required by Section 2, and an original execution copy of this Agreement at ▇▇▇▇▇▇▇ Title executed by the parties hereto, Escrow Agent shall (“Escrow Holder”)i) pay the Settlement Amount to the Company by wire transfer of immediately available funds, located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (ii) deliver the Seaway Warrant and deposit a fully an executed copy of this Agreement by no later than seven to the Company, (7iii) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery deliver an executed copy of this Agreement deposit Five Thousand Dollars to Seaway, and Zero cents ($5,000.00iv) into Escrow. Buyer release the Legal Opinion to the Company's transfer agent, and Escrow Agent shall have no further duties under this Agreement. (c) If, on or before September 23, 2003, Escrow Agent shall not have received the Settlement Amount, the Seaway Warrant, the Rule 144 Certificate and Broker's Certificate executed as required by Section 2, and an original execution copy of this Agreement executed by the parties hereto, Escrow Agent shall (i) pay the Settlement Amount to Seaway by wire transfer of immediately available funds, and (ii) deliver an additional deposit Five Thousand Dollars the Seaway Warrant to Seaway, and Zero cents Escrow Agent shall have no further duties under this Agreement. ($5,000.00d) into Escrow within three (3) days after Buyer waives due diligence conditions Agent shall have no liability to the parties hereto or any other person or entity with respect to its services as set forth in Section 4 (b) above. These deposits may be referred escrow agent under this Agreement except for any liability to herein as the “▇▇▇▇▇▇▇ Money Deposits”parties to this Agreement to the extent directly caused by the gross negligence or willful misconduct of Escrow Agent. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual Company and reasonable feesSeaway, chargesjointly and severally, agree to indemnify Escrow Agent from, and hold it harmless against, any loss, liability, or expense arising out of or in connection with its entering into this Agreement and carrying out its duties hereunder, including the costs and expenses (including transfer taxesincluding, without limitation, reasonable counsel fees and expenses) of defending itself against any claim or liability except to the extent of Escrow Agent's liability, if any) which arise in , under the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions terms of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentimmediately preceding sentence.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees At or prior to open the Closing, the Purchaser, the OSN Representative, FADL, the Seller Representative and the Escrow Agent shall enter into an escrow Escrow Agreement, effective as of the Closing, substantially in the form attached as Exhibit A hereto (the “Escrow’Escrow Agreement”), pursuant to which (i) the Purchaser shall cause to be delivered to the Escrow Agent from the Exchange Shares otherwise deliverable at Closing an aggregate of 28,095,454 Seller Escrow Shares (including (A) 24,372,900 Earn-Out Escrow Shares to be held in the Earn-Out Escrow Account and (B) 3,722,554 Seller Indemnification Escrow Shares to be held in the Indemnification Escrow Account and (ii) FADL shall cause to be delivered to the Escrow Agent the FADL Indemnification Escrow Shares to be held in the Indemnification Escrow Account, in each case along with any earnings thereon (excluding Accrued Dividends) and in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ the terms and deposit a fully executed copy conditions of this Agreement by no later than seven (7) days after City Council approval of this and the Escrow Agreement. Buyer shall, concurrent with The portion of the delivery of this Agreement Exchange Shares that shall be withheld at the Closing for deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer in the Earn-Out Escrow Account shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as allocated among the “▇▇▇▇▇▇▇ Money Deposits”Sellers pro rata based on each Seller’s Pro Rata Share. The ▇▇▇▇▇▇▇ Money Deposits will portion of the Exchange Shares that shall be applied against withheld at the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise Closing for deposit in the Escrow, Indemnification Escrow Account shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes allocated among the joint escrow instructions Sellers holding Class B Purchaser Shares based on each such Seller’s pro rata share of the PartiesClass B Purchaser Shares. Each Seller shall have the right to vote its portion of such Escrow Shares (based on its Pro Rata Share, and ▇▇▇▇▇▇ Holder subject to whom these instructions adjustment for any Escrow Shares that are delivered is empowered forfeited or earned in a manner other than pro rata among all Sellers based on their Pro Rata Share) during the time held in the Escrow Accounts as Escrow Shares. FADL shall have the right to act under this Agreementvote the FADL Indemnification Escrow Shares during the time held in the Indemnification Escrow Account as Escrow Shares. The Parties agree that while any Escrow Shares are held in an Escrow Account, any dividends or distributions made or otherwise payable on or in respect of such Escrow Shares shall not be paid to do all acts reasonably necessary to close the Escrow Account and shall instead be held by Purchaser as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made Accrued Dividends in accordance with the wire transfer instructions terms and conditions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentAgreement.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees to open an escrow (“Escrow’a) The funds contained in the Escrow Account shall be distributed in accordance with this Agreement at ▇▇▇▇▇▇▇ Title the terms and conditions of the Escrow Agreement; provided, that in the event that Buyer Indemnified Persons are entitled to indemnification pursuant to Section 9.1, the Sellers hereby covenant and agree to execute and deliver joint written instructions with the Buyer to the Escrow Agent, within five (5) Business Days after an applicable Final Determination Date, directing the Escrow Agent to release from the Escrow Account and pay to the Buyer or its designee(s) the amount of Buyer Damages to which the Buyer Indemnified Persons are entitled hereunder as of such Final Determination Date, in each case to the fullest extent of the funds then remaining in the Escrow Account. (b) On or prior to the fifth Business Day after the first anniversary of the Closing Date (the “Escrow HolderInitial Release Date”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ the Buyer shall quantify and deposit a fully executed copy deliver to the Sellers the Buyer’s good faith estimate of this Agreement by no later than seven the maximum aggregate amount of Buyer Damages that Buyer Indemnified Persons may suffer from Direct Claims or Third Party Claims of which the Buyer notified the Sellers or the Principals on or before the Initial Release Date (7) days after City Council approval the “Initial Damages Amount”). The Buyer hereby covenants and agrees on the written request of this Agreement. Buyer shall, concurrent the Sellers to execute and deliver joint written instructions with the Sellers to the Escrow Agent, promptly after its delivery of this Agreement deposit Five Thousand the Initial Damages Amount, directing the Escrow Agent to release from the Escrow Account and pay to the Sellers as directed by the Sellers an amount equal to (i) Three Million Dollars and Zero cents ($5,000.003,000,000), minus (ii) into Escrow. amounts previously paid from the Escrow Account to Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents Indemnified Persons ($5,000.00iii) into Escrow within three minus the Initial Damages Amount (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money DepositsInitial Release Amount”). The ▇▇▇▇▇▇▇ Money Deposits will be applied against On or prior to the Purchase Price at closing. All usual and reasonable fees, charges, and costs fifth Business Day after eighteen (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (4918) months after the Effective Closing Date (June 30the “Secondary Release Date”), 2023the Buyer shall quantify and deliver to the Sellers the Buyer’s good faith estimate of the maximum aggregate amount of Buyer Damages that Buyer Indemnified Persons may suffer from Direct Claims or Third Party Claims of which the Buyer notified the Sellers or the Principals on or before the Secondary Release Date (the “Secondary Damages Amount”). The terms “closing” and/or “close of Escrow” as used herein shall mean Buyer hereby covenants and agrees on the date necessary instruments of conveyance are recorded in the office written request of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant Sellers to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title joint written instructions with the Sellers to the Property Escrow Agent, promptly after its delivery of the Secondary Damages Amount, directing the Escrow Agent to Buyer release from the Escrow Account and pay to the Sellers as directed by the Sellers an amount equal to (x) the amount then held in sufficient the Escrow Account, minus (y) the Secondary Damages Amount (the “Secondary Release Amount”). The funds remaining in the Escrow Account after the release from escrow and payment of the Secondary Release Amount are referred to as the “Remaining Balance.” The Escrow Agent shall continue to hold the Remaining Balance pending the final resolution of the Direct Claims or Third Party Claims, whereupon, as and when such Direct Claims or Third Party Claims are resolved from time to allow for time, the timely close Buyer and the Sellers shall direct the Escrow Agent to release and pay appropriate portions of Escrow. Seller and such Remaining Balance to the Sellers, as directed by the Sellers or the Buyer agree to deposit with Escrow Holder any additional instruments (or its designee(s)), as the case may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentbe.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees (a) Sellers agree that in accordance with Section 2.02(e), at the Closing, share certificates for 2,447,583 shares of Optium Series D-1 Preferred Stock ("SERIES D-1 ESCROW SHARES") and 875,238 shares of Optium NV Common Stock (the "COMMON ESCROW SHARES", and together with the Series D-1 Escrow Shares, the "ESCROW SHARES" or the "ESCROW") shall be held by Optium in Escrow in accordance with the terms of this Agreement. All shares of Optium Stock held by Optium in Escrow shall be applied by Optium in accordance with the terms of this Agreement to open make any payments due to Optium under Section 10.02 and/or, at the sole option of Optium, under Section 2.03(e). The Escrow Shares may only be cancelled by Optium or delivered to the Sellers, as applicable. (b) Any shares of Optium's capital stock issued or distributed upon any stock split, stock dividend or recapitalization effected by Optium after the Closing Date (the "NEW SHARES") in respect of any Escrow Shares that have not been released from the Escrow shall be added to the Escrow and be deemed a part thereof and shall be deemed "Escrow Shares" for all purposes hereof. New Shares issued in respect of Escrow Shares which have been released from the Escrow shall not be added to the Escrow, but shall be distributed to the record holders thereof. Cash dividends on Escrow Shares shall not be added to the Escrow but shall be distributed to the record holders thereof. In the event that Optium shall effect a combination of its shares of capital stock after the Closing Date, Optium shall take such necessary action to effect a proportionate applicable combination and reissuance of the Escrow Shares held in escrow. Subject to the terms and conditions of this Agreement, each Seller shall be deemed the record holder of, and shall have voting, dividend, distribution and all other rights with respect to the Escrow Shares held in escrow on behalf of such Seller (including any New Shares added to the Escrow in respect of such Escrow Shares). Each Seller shall have the right to direct Optium to vote the Escrow Shares held on his or her behalf in the manner that such Seller so chooses. (c) From time to time an Optium Indemnified Party (as defined in Section 10.02) may give notice in accordance with Section 10.04 hereof of a claim for indemnification, specifying the nature (in reasonable detail) and amount, in U.S. dollars, of any claim for indemnification under Article X of this Agreement. If the Seller's Representative concedes liability (subject to prior agreement in writing by each of the Major Engana Investors), the Seller's Representative shall deliver to Optium instructions that the number of Escrow Shares being held in escrow equal in value (“with each Escrow Share being deemed to have a value of $0.617029 for this purpose only) to the amount claimed in the such notice should be released from Escrow and transferred back to Optium for cancellation and that new certificates evidencing the balance of the Escrow Shares should be issued in the name of Optium and the old certificates cancelled. No earlier than 11 days following dispatch of instructions from the Seller's Representative in accordance with Section 10.04(b), Optium shall cancel the original stock certificates and issue two new stock certificates, a single certificate evidencing the balance Series D-1 Escrow Shares and a single certificate evidencing the balance Common Escrow Shares, each registered in the name of the Optium and held by Optium in escrow. For each claim 73.66% of the total value of such claim shall be released from the Series D-1 Escrow Shares and 26.34% of the total value of such claim shall be released from the Common Escrow Shares. Notwithstanding any of the foregoing, any Seller may elect to make payment of their pro rata portion of any claim in cash by notifying Optium and the Seller's Representative promptly following receipt by such Seller of the instructions of the Seller's Representative described above and no later than ten (10) days following the dispatch of such notice. If any Seller or Sellers make such election to pay for their pro rata portion of any claim with cash, Optium shall, following the receipt of instructions from the Seller's Representative in accordance with Section 10.04(b), cancel the original stock certificates and issue (i) two new stock certificates, a single certificate evidencing the balance Series D-1 Escrow Shares and a single certificate evidencing the balance Common Escrow Shares, each registered in the name of Optium and held by Optium in escrow and (ii) two new stock certificates for each Seller electing to make payment of their pro rata portion of any claim in cash, a single certificate evidencing such Seller's pro rata portion of the Series D-1 Escrow Shares released in connection with such claim and a single certificate evidencing such Seller's pro rata portion of the Common Escrow Shares released in connection with such claim, as and if applicable, each registered in the name of such Sellers and delivered to the Seller's Representative. (d) As promptly as practicable following the release of any Escrow Shares from the Escrow’, Optium shall send a written statement to each applicable Seller and the Seller's Representative stating the number of Escrow Shares released and the number of Escrow Shares remaining in the Escrow for the benefit of each Seller Indemnifying Party (as defined in Section 10.02). (e) Upon the Expiration Date (as defined in Section 10.01(b)) and Optium's receipt of written notice and instructions from the Seller's Representative, Optium shall transfer and deliver certificates representing the number of Escrow Shares then remaining in the Escrow to the Seller's Representative, allocated to each Seller based on their pro rata percentages as set forth opposite each such holder's name on SCHEDULE 2.01(b)(ii) hereto (as may be adjusted to reflect any previous determination of any Seller to satisfy any claim by the payment of cash in accordance with Section 2.05(c)), unless any claims are then pending against the Escrow, in which case the number of Escrow Shares to be distributed shall be reduced by the number of Escrow Shares equal in value to the aggregate amount of such claims, pending their resolution in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”)Section 10.04 hereof. No new or additional claims may be made by Optium after the Expiration Date. On or before the third Business Day following the resolution of all claims outstanding on Expiration Date, located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer Optium shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into any certificates evidencing remaining Escrow within three (3) days after Buyer waives due diligence conditions Shares held in escrow to the Seller's Representative allocated to each Seller based on their pro rata percentages as set forth in Section 4 opposite each such Seller's name on SCHEDULE 2.01(b)(ii) hereto (b) above. These deposits as may be referred adjusted to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid reflect any previous determination of any Seller to satisfy any claim by Buyer upon demand payment of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made cash in accordance with Section 2.05(c)). (f) Any delivery of Escrow Shares to the wire transfer instructions of the Escrow Holder and Seller's Representative required hereunder shall be made in sufficient time sent by personal delivery, overnight (up to allow for the timely close a maximum of Escrow. Buyer shall execute and deposit into Escrow 3 days) delivery by a Certificate of Acceptance accepting fee title recognized courier or delivery service to the Property in sufficient time Sellers at their respective address set forth on SCHEDULE 2.01(a)(i) hereto (or to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title such other address as any such party may hereafter designate by written notice to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentparties).” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees to open an There shall be held in escrow (“Escrow’the "ESCROW AMOUNT") pursuant to Article VII of this Agreement a number of shares of Parent Common Stock and shares of Parent Common Stock reserved for issuance upon exercise of Replacement Options (as defined in accordance Section 5.2) which have an aggregate value of $22,500,000 (the "INITIAL ESCROW VALUE") (with the shares of Parent Common Stock being valued at the RN Stock Price and the shares of Common Stock issuable upon exercise of Replacement Options ("RESERVED OPTION SHARES") being valued at the RN Stock Price less the exercise price applicable to each such share). The shares of Parent Common Stock and Reserved Option Shares that are included within the Escrow Amount (the "ESCROW SHARES") shall be contributed by the holders of Company Common Stock and holders of Company Stock Options listed on Exhibit B (the "ESCROW CONTRIBUTORS"). Each Escrow Contributor shall contribute to the Escrow Amount a number of shares of Parent Common Stock equal to his or her respective Allocable Share of the Initial Escrow Value (as defined below) divided by the RN Stock Price; provided, however, that to the extent that the product of the number of shares of Parent Common Stock issuable to an Escrow Contributor at the Effective Time pursuant to Section 1.6(a) times the RN Stock Price is less than such Escrow Contributor's Allocable Share of the Initial Escrow Amount (such difference, the "ESCROW VALUE DIFFERENCE"), such Escrow Contributor shall contribute to the Escrow Amount a number of Reserved Option Shares such that the aggregate Option Value (as defined below) of such Reserved Option Shares equals the Escrow Value Difference. The Escrow Amount shall be held in escrow to compensate Parent and its affiliates (including the Surviving Corporation) for any "Losses" (as defined in Section 7.2 hereof) which are determined to be incurred by Parent in connection with this Agreement at ▇▇▇▇▇▇▇ Title and the transactions contemplated hereby and to secure claims made by Parent and Merger Sub pursuant to the Special Escrow Claims provisions of Exhibit A attached hereto. Exhibit B attached hereto shall set forth, for reference purposes only, with respect to each Escrow Contributor: (“i) their respective Allocable Shares, (ii) their respective Allocable Shares of the Initial Escrow Holder”Value and (iii) the Escrow Shares to be contributed to the Escrow Amount by each Escrow Contributor, as determined pursuant to the terms of this Section 1.6(b); provided that, in the event of any discrepancy between the provisions of this Section 1.6(b) and the numbers set forth on Exhibit B, this Section 1.6(b) shall control. With respect to each Escrow Contributor who executes a Stock Restriction Agreement in the form attached hereto as Exhibit G pursuant to Section 6.2(k) (the "STOCK RESTRICTION AGREEMENTS"), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (X) the Escrow Shares which such Escrow Contributor contributes to the Escrow Amount shall be deemed to be composed of shares which are subject to divestment or repurchase under the Stock Restriction Agreement ("RESTRICTED SHARES") and deposit a fully executed copy those which are not so subject to divestment or repurchase ("UNRESTRICTED SHARES") in the same proportions as all of the shares to be issued to such Escrow Contributor upon Closing pursuant to Section 1.6(a) of this Agreement by no later than seven are composed of Restricted Shares and Unrestricted Shares, and (7Y) days after City Council approval the application of the release of the restrictions provided for in the Stock Restriction Agreement shall be allocated between such shareholder's shares of Parent Common Stock which are Restricted Shares included in the Escrow Amount and Restricted Shares that are not included in the Escrow Amount in the same proportions as the total number of shares of Parent Common Stock issued to such shareholder pursuant to this Agreement were at the Closing allocated between those that are included in the Escrow Amount and those that are not, all as reflected on Exhibit B (for example, if an Escrow Contributor contributed to the Escrow Amount 10% of the total number of shares of Parent Common Stock which were issued to such Escrow Contributor on the Closing Date pursuant to Section 1.6(a) of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxesa number of such Escrow Contributor's Restricted Shares were to become Unrestricted Shares on a particular date, if any) which arise 10% of such shares to become Unrestricted Shares would be deemed to be Restricted Shares included in the Escrow, Escrow Amount and 90% shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder deemed to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded be Restricted Shares not included in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (bAmount). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees to open an escrow (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”)On the Closing Date, located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening provisions of EscrowSection 2.4, deliver to the Escrow Holder shall order a Preliminary Title Report for Agent, as agent of Buyer, the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shallEscrow Note, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions terms of this Agreement and the Escrow Agreement, which will be executed at the Closing. The Escrow Agent shall hold the Escrow Note in accordance with, and subject to, the terms and conditions of the Escrow Holder Agreement, which shall, among other things, provide that, (a) any interest that becomes due and payable under the Escrow Note will be paid to the Sellers’ Representative, and will not be held by the Escrow Agent, whether or not there are any pending claims for indemnification pursuant to this Article 10, (b) any claims for indemnification pursuant to this Article 10 shall first be satisfied from the then outstanding principal amount of the Escrow Note and second from any funds in the Escrow Account and (c) any amount by which the Escrow Note is reduced in satisfaction of a claim pursuant to this Article 10 shall be made used to reduce the principal of the Escrow Note; provided, however, that the amounts payable under the Escrow Note and funds in sufficient time to allow for the timely close of Escrow. Buyer Escrow Account shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title not be paid to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title Sellers’ Representative to the Property to Buyer extent that the then-remaining principal amount of the Escrow Note and funds in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as Account may be required to satisfy any claim for indemnification pursuant to this Article 10 that has been brought in good faith and with written notice (including reasonable detail and necessary reasonable specificity, to complete this transaction in a timely mannerthe extent known, as to nature and amount) on or prior to the General Survival Date and which has not been finally resolved. All funds received in Promptly after the delivery to the Sellers’ Representative upon the release of the Escrow shall be deposited with other Amount of any cash balance of the Escrow Note and funds in a general escrow account(s) and may be transferred the Escrow Account to any other which the Sellers’ Representative is entitled under the Escrow Agreement, the Sellers’ Representative shall pay to each Seller such escrow trust account in any State or National Bank doing business Seller’s share of such remaining cash balances of the Sellers’ Representative Reserves that have not been used to reimburse the Sellers’ Representative for costs incurred in the State performance of California. All disbursements shall be made by wire transfer from such accounttheir duties as Sellers’ Representative under this Agreement, unless Seller requests another form of paymentpro rata in accordance with the Sellers’ respective percentage interests.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees At any time after the date hereof and prior to open the Contingent Consideration Payment Date, Parent may deposit in an escrow (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent account with the delivery Paying Agent shares of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions Parent common stock with a fair market value, as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Partiesdate of deposit with the Paying Agent, equal to the amount of the Contingent Consideration as of the date of deposit, and, by instructing the Paying Agent to sell such shares of Parent common stock in a lawful manner and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably on Parent’s behalf, may thereby produce the cash necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after pay the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance Contingent Consideration pursuant to this Agreement. Concurrent with the opening of EscrowSection 6.3(a); provided, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report however that (i) as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with Contingent Consideration Payment Date such escrow account shall contain an amount in cash equal to the Contingent Consideration, less any amounts forfeited pursuant to Section 6.3(d) or used to satisfy indemnification payments made pursuant to this Article VI (ii) Parent shall deposit on or before the Contingent Consideration Payment Date additional funds cash into the escrow account as set forth in may be necessary to ensure that the statement. The deposit escrow account contains the amount of cash contemplated by subclause (i) above, (iii) all payments to the Shareholders of the Contingent Consideration shall be made in cash and not in shares of Parent common stock, (iv) the Shareholders shall not be deemed to be beneficial owners or selling shareholders of the shares of Parent common stock deposited into the escrow account as contemplated by this Section 6.3(b), and (v) any amount in the escrow account in excess of the Contingent Consideration payable to the Shareholders and Optionholders shall be released to Parent as provided in the Escrow Agreement. In the event that Parent uses an escrow account for the Contingent Consideration in accordance with the wire transfer instructions previous sentence, all payments from such escrow account will be governed by the terms of the Escrow Holder Agreement, substantially in the form attached hereto as Exhibit K; provided, however, that in the event of any conflict between the terms and shall be made in sufficient time to allow for provisions of this Agreement, on the timely close one hand, and the terms and conditions of Escrow. Buyer shall execute and deposit into the Escrow a Certificate of Acceptance accepting fee title Agreement, on the other hand, with respect to the Property in sufficient time rights and duties of Parent and the Company with respect to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to Close) payments of the Contingent Consideration and claims for indemnification, the terms and provisions of this Agreement shall be amended and restated in its entirety as follows:govern.

Escrow. ▇▇▇▇▇ agrees Immediately following the Effective Time, Parent, on behalf of the Indemnifying Stockholders, shall deliver or cause to open be delivered cash in an amount equal to the Escrow Amount plus the Representative Fund to SunTrust Bank, a Georgia banking corporation as depository agent for use by Acquiom Clearinghouse LLC, as escrow administrator (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (the “Escrow HolderAgent”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇pursuant to the provisions of the escrow agreement in the form attached as Exhibit E hereto, ▇▇▇ ▇▇▇▇▇subject to any amendments to such form requested by the Escrow Agent and mutually agreed to by Parent, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ the Stockholder Representative and deposit a fully executed copy of this Agreement by no later than seven the Company (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money DepositsEscrow Agreement”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein Escrow Agreement shall mean be entered into at the date necessary instruments of conveyance are recorded in Closing, by and among Parent, the office Stockholder Representative, on behalf of the County Recorder. Recordation of instruments delivered through Indemnifying Stockholders and the Escrow are authorized if necessary or proper Agent, and shall provide Parent with recourse against amounts held in escrow by the issuance of title insurance pursuant Escrow Agent (excluding, in all instances, however, the Representative Fund) with respect to this Agreement. Concurrent with the opening of EscrowIndemnifying Stockholders’ indemnification obligations under SECTION 15, Escrow Holder shall order a Preliminary Title Report for subject to the subject Property to be delivered for review by both ▇▇▇▇▇ terms and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as conditions set forth in the statementEscrow Agreement and in SECTION 15 of this Agreement (the “Escrow Fund”). The deposit Escrow Amount (or any portion thereof) shall be made distributed to the Indemnifying Stockholders and Parent at the times, and upon the terms and conditions, set forth in accordance with the wire transfer instructions Escrow Agreement. The terms and provisions of the Escrow Holder Agreement and the transactions contemplated thereby are specific terms of the Merger, and the approval and adoption of this Agreement and approval of the Merger by the Indemnifying Stockholders, the Stockholder Written Consents and the Joinder Agreements shall constitute approval by such Indemnifying Stockholders, as specific terms of the Merger, and the irrevocable agreement of such Indemnifying Stockholders to be bound by and comply with, the Escrow Agreement and all of the arrangements and provisions of this Agreement relating thereto, including, the deposit of the Escrow Amount into escrow, the indemnification obligations set forth in SECTION 15 hereof and the appointment and sole authority to act on behalf of the Indemnifying Stockholders of the Stockholder Representative, as provided for herein and in the Escrow Agreement. Notwithstanding anything in this Agreement or the Escrow Agreement to the contrary, for Tax purposes, the parties intend that the Escrow Amount shall be made in sufficient time to allow treated as eligible for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. installment sale treatment under Section 17 (Buyer’s Conditions to Close) 453 of the Agreement shall be amended Code (and restated in its entirety as follows:any corresponding or similar provision of state, local or non-U.S. law).

Escrow. ▇▇▇▇▇ agrees to open 5.1 Upon execution of this Third Amendment, IDEC shall establish an escrow account with Union Bank of California, N.A. (“"Escrow’) in accordance with this "). Each party including Escrow shall execute and abide by the Escrow Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreementattached hereto as Attachment 2. Buyer IDEC shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 5.2, 5.3 and 5.4 below, deposit funds into Escrow to ensure payment to Nordion of the minimum purchase commitment under the Agreement as well as IDEC's obligation to [CONFIDENTIAL TREATMENT REQUESTED] of this Third Amendment, or as otherwise set forth below. The cost of establishing and maintaining the Escrow shall be shared by IDEC and Nordion equally. IDEC shall have the right to direct Escrow to invest the funds in accordance with the investment guidelines attached hereto as Attachment 3. Subject to the terms of this Third Amendment, IDEC shall receive the full benefit of investment returns paid on funds in Escrow. Investment returns may be drawn by IDEC, in accordance with this Third Amendment, from Escrow on a quarterly basis. 5.2 Upon execution of this Third Amendment, IDEC shall deposit an amount equal to [CONFIDENTIAL TREATMENT REQUESTED] associated with [CONFIDENTIAL TREATMENT REQUESTED] (as such [CONFIDENTIAL TREATMENT REQUESTED] and amounts are defined in Attachment 4 hereto). 5.3 IDEC shall make additional deposits into Escrow equal to the [CONFIDENTIAL TREATMENT REQUESTED] associated with [CONFIDENTIAL TREATMENT REQUESTED] as defined in Attachment 4. For purposes of IDEC's obligations hereunder, Nordion and IDEC agree that the deposits set forth in Attachment 4 [CONFIDENTIAL TREATMENT REQUESTED]. Nordion shall notify IDEC in writing not less than [CONFIDENTIAL TREATMENT REQUESTED] prior to the anticipated commencement of the work associated with each [CONFIDENTIAL TREATMENT REQUESTED]. During the [CONFIDENTIAL TREATMENT REQUESTED] prior to each anticipated commencement date, IDEC shall have the right to inspect the work in progress to determine if the work associated with [CONFIDENTIAL TREATMENT REQUESTED] is imminent and appropriate based on work completed. IDEC shall notify Nordion in writing not less than [CONFIDENTIAL TREATMENT REQUESTED] prior to each anticipated commencement date if IDEC in its reasonable discretion determines that the work to date is materially deficient or if commencement of work associated with [CONFIDENTIAL TREATMENT REQUESTED] is not imminent. If IDEC fails to so notify Nordion, IDEC shall make the requisite deposit into Escrow on or prior to the anticipated commencement date of the [CONFIDENTIAL TREATMENT REQUESTED]. Any notice by IDEC under this Section 5.3 shall include a detailed explanation of the reasons why the amount associated with the [CONFIDENTIAL TREATMENT REQUESTED]is not yet payable to Nordion pursuant to this Section 5.3. Upon receipt of such notice, if any, Nordion shall commence cure of any deficiency noted and shall notify IDEC upon completion. IDEC shall have [CONFIDENTIAL TREATMENT REQUESTED] following such notice to inspect the work and to determine if the work associated with the [CONFIDENTIAL TREATMENT REQUESTED] is imminent and appropriate. On or prior to expiration of such [CONFIDENTIAL TREATMENT REQUESTED] period, IDEC shall notify Nordion if IDEC in its reasonable discretion determines that the work remains materially deficient or if commencement of work associated with the [CONFIDENTIAL TREATMENT REQUESTED] is not imminent. If IDEC fails to so notify Nordion, IDEC shall make the requisite deposit into Escrow on or prior to the end of such [CONFIDENTIAL TREATMENT REQUESTED] period. Upon receipt of any notice under this second paragraph of Section 5.3, Nordion shall commence cure of any deficiency noted and reimburse IDEC for its reasonable travel and other out-of-pocket expenses including the reasonable expenses and costs of any expert retained by IDEC to review Nordion's work. Nordion shall notify IDEC upon completion of the work and the [CONFIDENTIAL TREATMENT REQUESTED] inspection period described above shall repeat itself until the work is completed. In the event IDEC fails to make a requisite deposit into the Escrow in accordance with this Section 5.3, Nordion shall, on [CONFIDENTIAL TREATMENT REQUESTED] prior written notice to IDEC and Escrow, and provided IDEC has not cured such failure within such [CONFIDENTIAL TREATMENT REQUESTED], be entitled to [CONFIDENTIAL TREATMENT REQUESTED]. 5.4 After the later of (i) BLA approval or (ii) the date Nordion is capable of commercially supplying Isotope from the KRMF Facility, IDEC shall then deposit into Escrow [CONFIDENTIAL TREATMENT REQUESTED] to ensure payment to Nordion of the [CONFIDENTIAL TREATMENT REQUESTED] under the Agreement. In the event IDEC fails to make the requisite deposit into the Escrow in accordance with this Section 5.4, Nordion CONFIDENTIAL TREATMENT REQUESTED shall, upon [CONFIDENTIAL TREATMENT REQUESTED] prior written notice to IDEC and Escrow, and provided IDEC has not cured such failure within such [CONFIDENTIAL TREATMENT REQUESTED] period, be entitled to withdraw and retain all sums in Escrow (excluding investment returns), as reconciled pursuant to Section 5.6 below, and Section 2 of the Second Amendment shall be reinstated and Sections 2.1 -- 2.5, 3,1 -- 34, 4.1 -- 4.4, 5.1--5.13 and 7.4 of this Third Amendment shall no longer be applicable. 5.5 For the purposes of Sections 5.1, 5.2, 5.3 and 54 above, the remedial provisions of Section 17.4 of the Agreement shall not apply to any breach of these Sections by IDEC. 5.6 Notwithstanding anything to the contrary set forth in Sections 5.2, 5.3 and 54 of this Third Amendment, IDEC and Nordion agree that the amount in Escrow at any time during the term of this Agreement shall not exceed [CONFIDENTIAL TREATMENT REQUESTED], as the same may be adjusted pursuant to Sections 3.3 and 3.4 above, minus cumulative [CONFIDENTIAL TREATMENT REQUESTED]. On the earlier of (i) the date IDEC would otherwise be required to deposit [CONFIDENTIAL TREATMENT REQUESTED] into Escrow under Section 5.4 above or [CONFIDENTIAL TREATMENT REQUESTED] plus (b) above. These deposits the amounts deposited into Escrow under Sections 5.2 and 5.3 exceed [CONFIDENTIAL TREATMENT REQUESTED] as the same may be referred adjusted pursuant to herein as Sections 3.3 and 3.4, IDEC and Nordion shall meet to reconcile the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied amount in Escrow against the Purchase Price at closingamount required to be in Escrow under this Third Amendment. All usual Any amount held in Escrow which exceeds the amount required under this Third Amendment shall be immediately disbursed to IDEC. IDEC and reasonable feesNordion shall also meet not less than each calendar quarter following the initial reconciliation to reconcile the amount in Escrow against the amount required in Escrow and any amount then held in Escrow which exceeds the amount required under this Third Amendment shall be immediately disbursed to IDEC. For example, chargesif [CONFIDENTIAL TREATMENT REQUESTED] was [CONFIDENTIAL TREATMENT REQUESTED], the amount deposited in Escrow under Sections 5.2 and 5.3 was [CONFIDENTIAL TREATMENT REQUESTED], [CONFIDENTIAL TREATMENT REQUESTED] was [CONFIDENTIAL TREATMENT REQUESTED, and costs the [CONFIDENTIAL TREATMENT REQUESTED] had yet to be established, then upon reconciliation, IDEC would be entitled to withdraw [CONFIDENTIAL TREATMENT REQUESTED] from Escrow. (including transfer taxesThe amount in Escrow [CONFIDENTIAL TREATMENT REQUESTED] exceeds the [CONFIDENTIAL TREATMENT REQUESTED] [CONFIDENTIAL TREATMENT REQUESTED] minus [CONFIDENTIAL TREATMENT REQUESTED] [CONFIDENTIAL TREATMENT REQUESTED]. Continuing this example, if any) which arise during the period until the next reconciliation the [CONFIDENTIAL TREATMENT REQUESTED] requirement was reduced CONFIDENTIAL TREATMENT REQUESTED by [CONFIDENTIAL TREATMENT REQUESTED] pursuant to Section 3.3 of this Third Amendment and [CONFIDENTIAL TREATMENT REQUESTED] increased by [CONFIDENTIAL TREATMENT REQUESTED], IDEC would be entitled to withdraw [CONFIDENTIAL TREATMENT REQUESTED] from Escrow upon the next reconciliation. (The amount in Escrow [CONFIDENTIAL TREATMENT REQUESTED] exceeds the [CONFIDENTIAL TREATMENT REQUESTED] [CONFIDENTIAL TREATMENT REQUESTED] minus [CONFIDENTIAL TREATMENT REQUESTED] [CONFIDENTIAL TREATMENT REQUESTED]. Further continuing this example, if the next reconciliation occurs on thc date IDEC would otherwise be required to deposit [CONFIDENTIAL TREATMENT REQUESTED] into Escrow under Section 5.4 of this Third Amendment and [CONFIDENTIAL TREATMENT REQUESTED] increased by [CONFIDENTIAL TREATMENT REQUESTED]. IDEC would not be required to deposit [CONFIDENTIAL TREATMENT REQUESTED] into Escrow, shall but rather would be paid entitled to withdraw [CONFIDENTIAL TREATMENT REQUESTED] from Escrow. (Thc amount in Escrow [CONFIDENTIAL TREATMENT REQUESTED] exceeds the [CONFIDENTIAL TREATMENT REQUESTED] [CONFIDENTIAL TREATMENT REQUESTED] minus [CONFIDENTIAL TREATMENT REQUESTED] [CONFIDENTIAL TREATMENT REQUESTED]. Finally, if on the next reconciliation date, [CONFIDENTIAL TREATMENT REQUESTED] had increased by Buyer upon demand of [CONFIDENTIAL TREATMENT REQUESTED], IDEC would be entitled to withdraw the remaining [CONFIDENTIAL TREATMENT REQUESTED] in Escrow Holderand would have no further obligation to make deposits into Escrow. This Agreement constitutes (The amount in Escrow [CONFIDENTIAL TREATMENT REQUESTED] exceeds the joint escrow instructions of [CONFIDENTIAL TREATMENT REQUESTED] [CONFIDENTIAL TREATMENT REQUESTED] minus [CONFIDENTIAL TREATMENT REQUESTED] [CONFIDENTIAL TREATMENT REQUESTED]. Since at any time following this reconciliation date [CONFIDENTIAL TREATMENT REQUESTED] would exceed the Parties[CONFIDENTIAL TREATMENT REQUESTED], and ▇▇▇▇▇▇ Holder IDEC would have no further obligation to whom these instructions are delivered is empowered make deposits into Escrow. 5.7 In addition to act under this Agreement. The Parties agree Nordion's right to do all acts reasonably necessary to close withdraw funds from Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shallSections 5.3 and 5.4 above, upon receipt of a statement of estimated closing cost Nordion shell have the right to withdraw funds from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows: (i) In the event of termination of the Agreement: (a) by IDEC pursuant to Sections 2.3 or 2.4 of this Third Amendment, or (b) by Nordion or IDEC pursuant to Section 17.6 of the Agreement,

Escrow. ▇▇▇▇▇ agrees As of the Closing Date, Buyer will deposit one million (1,000,000) shares of Buyer's common stock (as adjusted from time to open time in accordance herewith, the "Shares") in an escrow account with the Escrow Agent (“the "Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“"). Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Agent shall hold the Shares as the agent of Buyer and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval subject to the terms of this Agreement. Buyer shallEscrow Agent shall hold the Shares until it receives a written notice, concurrent with requesting that a distribution of some or all of the delivery of this Agreement deposit Five Thousand Dollars and Zero cents Shares be made, whereupon Escrow Agent shall make distributions from the Escrow under the following circumstances: ($5,000.00i) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) Fifteen days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement notice from Buyer that Buyer has assumed Additional Liabilities, Escrow Agent shall immediately distribute to Buyer that number of estimated closing cost Shares (valued for this purpose at $1.50 per share) equal to such Additional Liabilities, unless during such fifteen day period, the Escrow Agent receives written notice from Seller that such notice from Buyer is incorrect (a "Dispute Notice"); (ii) Fifteen days after receipt of a notice from Buyer that Seller has incurred Expense Overruns, Escrow Holder, deposit the balance Agent shall immediately distribute to Buyer that number of the Shares (valued for this purpose at $1.50 per share) equal to the amount of the Expense Overruns, unless during such fifteen day period, the Escrow Agent receives a Dispute Notice from Seller; (iii) Fifteen days after receipt of a notice from Buyer requesting Escrow Agent to make a distribution to Buyer as an indemnified party under Article IX or X of the Asset Purchase Price together with additional funds Agreement, Agent shall immediately distribute to Buyer that number of the Shares (valued for this purpose at $1.50 per share) equal to the value of such indemnification amount, unless during such fifteen day period, the Escrow Agent receives a Dispute Notice from Seller; (iv) Promptly after receipt of a joint direction from Buyer and Seller, Escrow Agent shall transfer the Shares as set forth prescribed in said joint direction. (v) If a Dispute Notice is timely received by Escrow Agent, Buyer and Seller shall undertake to obtain as promptly as possible a final resolution of such dispute (a "Dispute"). Upon a final resolution of such Dispute, Buyer and Seller shall execute a joint direction that Escrow Agent transfer the statement. The deposit shall be made Shares in accordance with such final resolution. Absent such joint direction, Escrow Agent shall continue to hold the wire transfer instructions Shares until it receives from either Buyer or Seller a certified copy of an order or judgment of a court of competent jurisdiction determining the disposition to be made of the Shares, together with a certificate from such party that such party also has provided the other party with a certified copy of such order or judgment. Upon receipt thereof, the Escrow Holder and Agent shall distribute the Shares in accordance with such order or judgment. Any notice provided by Buyer to Escrow Agent under Sections 1(i), (ii) or (iii) shall be made in sufficient time provided simultaneously to allow for the timely close of Escrow. Buyer shall execute Seller, and deposit into any Dispute Notice provided by Seller to Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow Agent under Sections 1(i), (ii) or (iii) shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred provided simultaneously to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentBuyer.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees (a) Employee hereby authorizes and directs the secretary of the Company, or such other person designated by the Company from time to open an time, to transfer any Unreleased Shares which are forfeited pursuant to Section 2 above from Employee to the Company. (b) To insure the availability for delivery of Employee’s Unreleased Shares upon forfeiture under Section 2, Employee hereby appoints the secretary, or any other person designated by the Company as escrow (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”)agent from time to time, located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇as its attorney-in-fact to sell, ▇▇▇ ▇▇▇▇▇assign and transfer unto the Company, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ such Unreleased Shares, if any, forfeited by Employee pursuant to Section 2 and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval shall, upon execution of this Agreement. Buyer shall, concurrent deliver and deposit with the delivery secretary of the Company, or such other person designated by the Company, the share certificate(s) representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A. The Unreleased Shares and stock assignment shall be held by the secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Employee attached as Exhibit B hereto, until the Shares are forfeited as provided in Section 2, until such Unreleased Shares are fully released from the Forfeiture Restriction, or until such time as this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrowno longer is in effect. Buyer Upon release of the Unreleased Shares from the Forfeiture Restriction, the escrow agent shall promptly deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth to Employee the certificate or certificates representing such Shares in Section 4 (b) above. These deposits may be referred the escrow agent’s possession belonging to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, chargesEmployee, and costs (including transfer taxes, if any) which arise in the Escrow, escrow agent shall be paid by Buyer upon demand discharged of Escrow Holder. This Agreement constitutes all further obligations hereunder; provided, however, that the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance other restrictions imposed pursuant to this Agreement. Concurrent If any assets or other securities received by or distributed to Employee with respect to, in exchange for or in substitution of such Unreleased Shares are held by the opening of Escrowescrow agent pursuant to this Section 3(b) and the Joint Escrow Instructions, Escrow Holder such assets or other securities shall order a Preliminary Title Report for also be subject to the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as restrictions set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance this Agreement and held in escrow pending release of the Purchase Price together Unreleased Shares with additional funds respect to which such assets or other securities relate from the Forfeiture Restriction (or, if such Unreleased Shares are no longer outstanding, until such time as set forth such Unreleased Shares would have been released from the Company’s Repurchase Option pursuant to this Agreement). (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the statement. The deposit shall be made in accordance with the wire transfer instructions exercise of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentits judgment.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees The gross proceeds of the Offering, exclusive of the net proceeds from the sale of approximately 2,497,100 Subscription Receipts (the “Class A Subscription Receipts”) representing the number of Units issuable before the Corporation reaches the maximum number of 100,000,000 Common Shares outstanding, the precise figure to open an escrow be provided by the Corporation) and exclusive of the Commission (as hereinafter defined) and all of the Underwriters’ out-of-pocket costs and expenses (the “Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow HolderEscrowed Funds”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy will be held in escrow on behalf of this Agreement by no later the purchasers of all of the Subscription Receipts other than seven the Class A Subscription Receipts (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money DepositsClass B Subscription Receipts”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against ) by an escrow agent acceptable to the Purchase Price at closing. All usual Corporation and reasonable feesthe Underwriters, chargesin an interest bearing account, and costs pending the receipt of the certificate of articles of amendment of the Corporation providing for an increase in the authorized capital of the Corporation to a number of Common Shares sufficient to permit the issuance of all of the Common Shares (including transfer taxesany Common Share issuable upon exercise of the Warrants) issuable upon exercise of the Class B Subscription Receipts (the “Escrow Releases Condition”). In the event that the Escrow Release Condition is satisfied prior to 5:00 p.m. (Toronto time) on July 14, if any) which arise in 2005 (the Escrow“Expiry Time”), the Escrowed Funds, plus accrued interest, shall be paid released to the Corporation and each Class B Subscription Receipt will be automatically exercised to acquire one Unit. In the event that the Escrow Release Condition is not satisfied before the Expiry Time, the Escrowed Funds, plus accrued interest, shall be used by Buyer upon demand of Escrow Holderthe Corporation to repurchase the Class B Subscription Receipts for cancellation at a redemption price per Class B Subscription Receipt equal to the Issue Price. This Agreement constitutes To the joint escrow instructions extent that the Escrowed Funds are not sufficient to repurchase all of the PartiesClass B Subscription Receipts, and ▇▇▇▇▇▇ Holder to whom these instructions the Corporation will contribute such amounts as are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possiblesatisfy any shortfall. For greater certainty, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein Class A Subscription Receipts shall mean the date necessary instruments of conveyance are recorded be exercised automatically at Closing into Units and shall not be repurchased for cancellation in the office of event that the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant Corporation fails to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of satisfy the Escrow Holder and shall be made in sufficient time to allow for Release Condition on or before the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentExpiry Time.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees (a) At the Closing, the Buyer will deposit the Escrow Cash, without any act of the Seller, into the Escrow Fund to open be governed by the terms set forth herein. The Escrow Cash may be invested as jointly directed in writing by the Buyer and the Seller from time to time. In the absence of joint written instructions, the Escrow Cash shall be invested by the Escrow Agent in a U.S. Bank, National Association, money market deposit account, as more fully described on Exhibit H hereto. Any interest, earnings and income that accrue upon the Escrow Cash during the period of time during which the Escrow Cash is held in the Escrow Fund shall be deemed to be part of the Escrow Fund. (b) Subject to the following requirements, the Escrow Fund shall remain in existence through and until that date that is eighteen (18) months following the Closing Date (the “Escrow Period”); provided, however, that the Escrow Fund shall terminate in advance of the aforementioned Escrow Period in the event that the aggregate amount disbursed from the Escrow Fund to the Buyer reaches the full amount of the Escrow Cash. Upon the expiration of the Escrow Period, and within ten (10) business days thereafter, any and all of the remaining Escrow Cash shall be released from the Escrow Fund to the Seller after accounting for (i) all amounts theretofore validly distributed out of the Escrow Fund to the Indemnified Parties pursuant to this Article VIII and (ii) the retention of an escrow amount of Escrow Cash equal to such portion of the remaining Escrow Fund which, subject to the objection of the Indemnifying Parties and the subsequent arbitration of the matter in a manner consistent with this Article VIII, is necessary to satisfy any unsatisfied claims specified in any Damages Certificate (as defined in Section 8.4(c)) delivered to the Indemnifying Parties prior to the end of the Escrow Period, which amount shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved. As soon as such claims have been resolved (such resolution to be evidenced by the written agreement of the Buyer and the Indemnifying Parties or the written decision of the arbitrators as described below), and within two (2) business days thereafter, the Escrow Agent shall deliver to the Seller the remaining portion of the Escrow Fund not required to satisfy any remaining claims. (c) In the event that any Indemnified Party has incurred or sustained Damages or reasonably anticipates that it will incur or sustain Damages, the Indemnified Party shall promptly deliver to the Indemnifying Parties and the Escrow Agent a certificate signed by any officer of the Indemnified Party (a “Escrow’Damages Certificate”) (i) stating that the Indemnified Party has incurred or sustained Damages or reasonably anticipates that it could incur or sustain Damages, (ii) specifying in reasonable detail the individual items of Damages included or the basis for such anticipated liability and (iii) providing a reasonable estimate of the total amount sought in connection with the Damages. (d) The Indemnifying Parties shall have twenty (20) days following their receipt of a Damages Certificate (the “Objection Period”) to object to any claim or claims made in a Damages Certificate. In the event that the Indemnifying Parties have not objected within the Objection Period to a Damages Certificate, then the Escrow Agent shall remit to the Indemnified Party an amount of Escrow Cash that is equal to the amount set forth in such Damages Certificate and the Escrow Fund shall be reduced by such amount. In the event that the Indemnifying Parties so object within the Objection Period, such objection must be in the form of a certificate signed by the Indemnifying Parties or its authorized member or manager and delivered to the Indemnified Party and the Escrow Agent (an “Objection Certificate”), which certificate shall set forth the item or items of Damages in the Damages Certificate to which the Indemnifying Parties are objecting and a reasonable basis for each such objection. (e) For a period of fifteen (15) days after the delivery of an Objection Certificate, the Indemnified Party and the Indemnifying Parties shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims as are objected to therein. If such an agreement is reached as to all or any portion of the Damages that are subject to the Objection Certificate, then a memorandum setting forth such agreement shall be prepared and signed by both Parties and, where an Indemnified Party is entitled to be compensated from the Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum. If no such agreement can be reached after good faith negotiation, either the Indemnifying Parties or the Indemnified Parties may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both Parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnifying Parties and the Indemnified Parties. In the event that within 45 days after submission of any dispute to arbitrators the Indemnifying Parties and the Indemnified Parties cannot mutually agree on one arbitrator, the Indemnifying Parties and the Indemnified Parties shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrator or arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the Parties an opportunity, adequate in the sole judgment of the arbitrator or a majority of the three arbitrators, as the case may be, to discover relevant information from the opposing Parties about the subject matter of the dispute. The arbitrator or a majority of the three arbitrators, as the case may be, shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including reasonable legal fees and costs, to the same extent as a competent court of law or equity, should the arbitrator or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim objected to in such Objection Certificate shall be binding and conclusive upon the Parties. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). (f) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Austin, Texas, under the rules then in effect of the American Arbitration Association. The payment of all fees and expenses of the Parties to any such arbitration, as well as the fees of the arbitrator(s) and the administrative fee of the American Arbitration Association, shall be payable in accordance with this Agreement at ▇▇▇▇▇▇▇ Title Section 9.10. (“g) For federal and state income tax purposes, the Buyer, the Seller and the Escrow Holder”)Agent agree to treat the Escrow Fund in the following manner: (i) the Seller shall be treated as the owner of the Escrow Fund and thus shall take into account in filing its income tax returns all items of income, located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇gain, ▇▇▇ ▇▇▇▇▇loss and deduction with respect to the Escrow Fund, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy (ii) the Escrow Agent shall report the income on the Escrow Fund on IRS Form 1099 showing the Escrow Agent as payor and the Seller as payee. From and after the determination date, the Buyer and the Seller shall be treated for tax purposes as the owners of this Agreement by no later than seven (7) days after City Council approval their respective portion of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions Fund as set forth in Section 4 (b) above. These deposits may be referred a statement provided to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, chargesEscrow Agent, and costs (including transfer taxesthus each of the Buyer and the Seller shall take into account in filing its income tax returns its share of the items of income, if any) which arise in gain, loss and deduction with respect to the Escrow, Escrow Fund. Any amount distributed from the Escrow Fund to the Seller shall be paid by Buyer upon demand treated as a payment pursuant to the Buyer’s obligation to the Seller arising from the Seller’s sale of Escrow Holder. This Agreement constitutes property to which the joint escrow instructions installment sale provisions of section 453 of the Parties, Code and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close unstated interest provisions of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office section 483 or 1274 of the County RecorderCode apply. Recordation Each of instruments delivered through the Buyer and the Seller shall provide the Escrow are authorized if necessary Agent with a completed IRS Form W-9 indicating its taxpayer identification number. Neither the Buyer nor the Seller shall take any position for federal or proper in the issuance of title insurance pursuant to this Agreement. Concurrent state income Tax purposes that is inconsistent with the opening provisions of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in this Section 4 (b8.4(g). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees At or prior to open an the Closing, the SPAC, the Company and Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to the Purchaser and the Company), as escrow agent (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (the “Escrow HolderAgent”), located shall enter into an escrow agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the SPAC and the Company (the “Escrow Agreement”), pursuant to which the SPAC shall issue to the Escrow Agent a number of SPAC Class A Ordinary Shares (with each share valued at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇the Redemption Price) equal to three percent (3%) of the Exchange Consideration (the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, ▇▇▇ ▇▇▇▇▇the “Escrow Shares”) to be held, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven along with any other dividends, distributions or other income on the Escrow Shares (7) days after City Council approval of this Agreement. Buyer shall, concurrent together with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as Shares, the “▇▇▇▇▇▇▇ Money DepositsEscrow Property”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against ), in a segregated escrow account (the Purchase Price at closing. All usual “Escrow Account”) and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made disbursed therefrom in accordance with the wire transfer instructions terms of Section 1.20 and the Escrow Agreement. The Escrow Property shall be allocated among and transferred to the Company Shareholders pro-rata based on their respective pro-rata share of the Exchange Consideration. The Escrow Holder and Property shall serve as the sole source of payment for the obligations of the Company Shareholders under Section 1.20. Unless otherwise required by Law, all distributions made from the Escrow Account shall be made in sufficient time to allow for treated by the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title Parties as an adjustment to the Property in sufficient time number of shares of Exchange Consideration received by the Company Shareholders pursuant to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentArticle I hereof.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees At or prior to open an the Closing, the Purchaser Representative, the Seller Representative and Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to the Purchaser and the Company), as escrow agent (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (the “Escrow HolderAgent”), located shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Company (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent a number of shares of Purchaser Common Stock (with each share valued at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇the Redemption Price) equal to three percent (3%) of the Merger Consideration (the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, ▇▇▇ ▇▇▇▇▇the “Escrow Shares”) to be held, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven along with any other dividends, distributions or other income on the Escrow Shares (7) days after City Council approval of this Agreement. Buyer shall, concurrent together with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as Shares, the “▇▇▇▇▇▇▇ Money DepositsEscrow Property”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against ), in a segregated escrow account (the Purchase Price at closing. All usual “Escrow Account”) and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made disbursed therefrom in accordance with the wire transfer instructions terms of Section 1.15 and the Escrow Agreement. The Escrow Property shall be allocated among and transferred to the Company Stockholders pro rata based on their respective Pro Rata Share. The Escrow Property shall serve as the sole source of payment for the obligations of the Company Stockholders under Section 1.15. Unless otherwise required by Law, all distributions made from the Escrow Holder and Account shall be made in sufficient time to allow for treated by the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title Parties as an adjustment to the Property in sufficient time number of shares of Stockholder Merger Consideration received by the Company Stockholders pursuant to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentArticle I hereof.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees At or prior to open an the Closing, the Purchaser Representative, the Seller Representative and Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to the Purchaser and the Company), as escrow agent (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (the “Escrow HolderAgent”), located shall enter into an escrow agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Company (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent a number of shares of Purchaser Common Stock (with each share valued at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇the Redemption Price) equal to three percent (3%) of the Merger Consideration (the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, ▇▇▇ ▇▇▇▇▇the “Escrow Shares”) to be held, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven along with any other dividends, distributions or other income on the Escrow Shares (7) days after City Council approval of this Agreement. Buyer shall, concurrent together with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as Shares, the “▇▇▇▇▇▇▇ Money DepositsEscrow Property”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against ), in a segregated escrow account (the Purchase Price at closing. All usual “Escrow Account”) and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made disbursed therefrom in accordance with the wire transfer instructions terms of Section 1.15 and the Escrow Agreement. The Escrow Property shall be allocated among and transferred to the Company Stockholders pro rata based on their respective Pro Rata Share. The Escrow Property shall serve as the sole source of payment for the obligations of the Company Stockholders under Section 1.15. Unless otherwise required by Law, all distributions made from the Escrow Holder and Account shall be made in sufficient time to allow for treated by the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title Parties as an adjustment to the Property in sufficient time number of shares of Stockholder Merger Consideration received by the Company Stockholders pursuant to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentArticle I hereof.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees to open an escrow (“Escrow’) As the sole remedy for the indemnification obligations set forth in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy Article VII of this Agreement by no later than seven and Article VII of the APA, an aggregate of ten percent (710%) days after City Council approval of this Agreement. Buyer shallthe GGAC Ordinary Shares to be issued to the Sellers hereunder and thereunder (the “Escrow Shares”) shall be deposited in escrow, concurrent with which shall be allocated among the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth Sellers in Section 4 (b) above. These deposits may be referred to herein the same proportion as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits number of GGAC Ordinary Shares being issued to them hereunder and thereunder, provided that in the event a Seller’s pro rata portion of the Escrow Shares results in a fractional number of GGAC Ordinary Shares, any fraction that is less than one half will be applied against rounded down to the Purchase Price at closing. All usual next whole number and reasonable feesany fraction that is one half or more will be rounded up to the next whole number, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions terms and conditions of an escrow agreement to be entered into at the Closing between GGAC, the Representative and Continental Stock Transfer & Trust Company (“Continental”), as escrow agent (“Escrow Agent”), substantially in the form of Exhibit C hereto (the “Escrow Agreement”). On the date (the “Escrow Termination Date”) that is five business days after the day upon which GGAC is required to file its annual report pursuant to the Exchange Act (as hereinafter defined) for its 2015 fiscal year, the Escrow Agent shall release all of the Escrow Holder Shares, less that number of Escrow Shares applied in satisfaction of, or reserved with respect to, indemnification claims made prior to such date, to the Sellers in accordance with each Seller’s pro rata share of the Purchase Consideration; provided that in no event shall the Escrow Termination Date be later than April 15, 2016. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title delivered to the Property Sellers promptly upon such resolution in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit accordance with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 (Buyereach Seller’s Conditions to Close) pro rata share of the Agreement shall be amended and restated in its entirety as follows:Purchase Consideration.

Escrow. ▇▇▇▇▇ agrees (a) Parent and Executive each agree to open an escrow enter into the Escrow Agreement at or before the Effective Time. (“Escrow’b) The Escrow Agreement shall provide for the following payments from the Escrow Fund, which shall not require any further instruction from Parent: (i) On the first anniversary of the Effective Time (or, if that day is not a Business Day, on the first Business Day thereafter), unless the Escrow Agent shall theretofore have received a written notice from Parent pursuant to Section 4(c) or 4(d) of this Agreement, the Escrow Agent shall pay 50% of the Retention Amount to Executive, and Parent shall cease to have any further claims to, or rights or interests in, such portion of the Retention Amount so paid to Executive, effective upon such payment. (ii) On the second anniversary of the Effective Time (or, if that day is not a Business Day, on the first Business Day thereafter), unless the Escrow Agent shall theretofore have received a written notice from Parent pursuant to Section 4(c) or 4(d) of this Agreement, the Escrow Agent shall pay the entire remainder of the Retention Amount to Executive, and Parent shall cease to have any further claims to, or rights or interests in, the Retention Amount, effective upon such payment. (c) Upon any lapse of the Restriction pursuant to Section 3(d) of this Agreement, Parent shall deliver a written notice to the Escrow Agent pursuant to Section 5(c) of the Escrow Agreement, with a copy thereof to Executive, instructing the Escrow Agent to pay the Retention Amount to Executive (or, in the case of Executive’s death, to his estate) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title the Escrow Agreement, and Parent shall immediately cease to have any further claims to, or rights or interests in, the Retention Amount. (“Escrow Holder”d) Upon any forfeiture by Executive with respect to the Unvested Retention Amount as provided in Section 3(b), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer Parent shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00a written notice to the Escrow Agent pursuant to Section 5(d) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the PartiesEscrow Agreement, and ▇▇▇▇▇▇ Holder with a copy thereof to whom these instructions are delivered is empowered Executive, instructing the Escrow Agent to act under this Agreement. The Parties agree pay the Unvested Retention Amount to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made Parent in accordance with the wire transfer Escrow Agreement, and Executive shall immediately cease to have any further claims to, or rights or interests in, the Unvested Retention Amount. (e) Neither party shall give any instructions of to the Escrow Holder Agent except as expressly provided in Sections 4(b), 4(c) and 4(d) (other than any joint instructions as to which both parties may agree in writing). (f) Neither the Retention Amount held in escrow nor any interest or right therein or part thereof shall be made in sufficient time to allow liable for the timely close debts, contracts, or engagements of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property Executive or his successors in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow interest or shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means, whether such escrow trust account in disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any State other legal or National Bank doing business in the State of California. All disbursements equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be made null and void and without effect, ab initio; provided, however, that this Section 4(f) shall not prohibit any transfer of Executive’s rights and interests hereunder by wire transfer from such account, unless Seller requests another form will or the laws of paymentdescent and distribution.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees (a) At the Closing, the Purchaser will withhold 10% of the Exchange Shares to open an escrow (“Escrow’) be issued to each Icarian Stockholder in accordance with this Agreement at Section 2.6(a) (rounded down to the nearest whole number of shares to be issued to such Icarian Stockholder) and deliver such shares (the "Escrow Shares") to ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ -▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP (the "Escrow Agent"), as escrow agent, to be held by Escrow Agent as collateral for the Corporation's indemnification obligations under Article 10 and deposit pursuant to the provisions of an escrow agreement (the "Escrow Agreement") in a fully executed copy of this Agreement form to be mutually agreed by no later than seven (7) days after City Council approval of this Agreement. Buyer shallthe parties hereto prior to Closing and, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions upon such agreement, to be attached hereto as set forth in Section 4 Exhibit 2.7. (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits Escrow Shares will be applied against held by the Purchase Price at closing. All usual and reasonable fees, charges, and costs Escrow Agent from the Closing until the date that is twelve (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (4912) months after the Effective Closing Date (June 30, 2023the "Escrow Period"). The terms “closing” and/or “close Any shares of Escrow” as used herein shall mean Purchaser Common Stock or other equity securities issued or distributed by the date necessary instruments of conveyance are recorded Purchaser (including securities issued upon a Capital Change) with respect to the Escrow Shares in the office Escrow Period shall be added to and considered part of the County RecorderEscrow Shares. Recordation of instruments delivered through Cash dividends on the Escrow are authorized if necessary Shares shall be deposited with the Escrow Agent until release thereof pursuant to the Escrow Agreement. The Escrow Shares withheld from each Icarian Stockholder will be represented by a certificate or proper certificates issued in the issuance name of title insurance pursuant to this Agreementsuch Icarian Stockholder. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit Each Icarian Stockholder shall be made shown as the record owner on the Purchaser's books and records of such number of Escrow Shares but, in accordance with the wire transfer instructions terms of the Escrow Holder Agreement, such Icarian Stockholder shall not have voting rights with respect to the Escrow Shares until such Escrow Shares, if any, are released to such Icarian Stockholder pursuant to the terms of the Escrow Agreement. (c) In the event that the Merger is approved by the Icarian Stockholders as provided herein, the Icarian Stockholders shall, without any further act of any Icarian Stockholder, be deemed to have consented to and shall be made in sufficient time to allow approved (i) the use of the Escrow Shares as collateral for the timely close Corporation's indemnification obligations under Article 10 in the manner set forth in Article 10 and the Escrow Agreement, (ii) the appointment of Escrow. Buyer shall execute and deposit into Escrow a Certificate Apax Partners as the representative of Acceptance accepting fee title the Icarian Stockholders (the "Stockholder Representative") with respect to the Property matters set forth in sufficient time Article 10 and under the Escrow Agreement and as the attorney-in-fact and agent for and on behalf of each Icarian Stockholder (other than holders of Dissenting Shares), and the taking by the Stockholder Representative of any and all actions and the making of any decisions required or permitted to allow be taken by him under the Escrow Agreement (including, without limitation, the exercise of the power to: authorize delivery to the Purchaser of Escrow Shares in satisfaction of claims by the Purchaser; agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims; resolve any claim made pursuant to Article 10; and take all actions necessary in the judgment of the Stockholder Representative for the timely close accomplishment of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(sforegoing) and may be transferred (iii) to any all of the other such escrow trust account in any State or National Bank doing business terms, conditions and limitations in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentEscrow Agreement.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees to open (a) To secure the indemnification obligations of each Seller under this Agreement, the Escrow Amount will be deposited into an escrow account (the “Escrow’Escrow Account”) pursuant to Section 2.2(a) and the terms of an Escrow Agreement in the form attached hereto in Exhibit 8.8(a) (the “Escrow Agreement”). From and after the Closing, any indemnification to which Buyer or any of Buyer’s Other Indemnified Persons is entitled shall first be satisfied by Buyer or Buyer’s Other Indemnified Persons, as applicable, by recouping such Loss from the Escrow Account in accordance with the terms of the Escrow Agreement until the Escrow Account is exhausted or released pursuant to the terms of this Agreement and the Escrow Agreement. If the amount then remaining in the Escrow Account, if any, is not sufficient to pay the entire amount of any claim for indemnification made in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”)by Buyer or any of Buyer’s Other Indemnified Persons, located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇Buyer or such Other Indemnified Person shall have all other rights and remedies available to it under this ARTICLE 8 to recover any remaining amount directly from the Sellers or the R&W Insurance Policy, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval in each case pursuant to the terms of this Agreement. Buyer shall, concurrent with Disbursements from the delivery Escrow Account will occur pursuant to the terms of this Agreement deposit Five Thousand Dollars and Zero cents the Escrow Agreement. ($5,000.00b) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars Promptly, and Zero cents ($5,000.00) into Escrow in any event within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as Business Days, following the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered date that is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) 15 months after the Effective Date Closing Date, Buyer and Sellers Agent shall jointly instruct the Escrow Agent in writing to release the amount then remaining in the Escrow Account to Sellers Agent (June 30for the benefit of the Sellers); provided, 2023that Buyer and Sellers Agent shall jointly instruct the Escrow Agent in writing to retain an amount equal to the amount of any indemnity claims under this ARTICLE 8 asserted by Buyer or any of Buyer’s Other Indemnified Persons on or prior to the applicable survival date of such claim under Section 8.4(a) that remain unresolved (an “Unresolved Claim”). The terms “closing” and/or “close amount retained by the Escrow Agent for each Unresolved Claim shall be released by the Escrow Agent upon the final resolution of Escrow” as used herein shall mean such Unresolved Claim in accordance with this ARTICLE 8 and released to (or the date necessary instruments of conveyance are recorded in applicable portion thereof) (i) Buyer or Buyer’s Other Indemnified Persons, if applicable, or (ii) Sellers Agent (for the office benefit of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made Sellers) in accordance with the wire transfer instructions of the Escrow Holder Agreement, in either case pursuant to a joint written instruction executed by Buyer and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentSellers Agent.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees (a) At or prior to open the Closing, the Purchaser, the Seller Representative and the Escrow Agent shall enter into an Escrow Agreement, effective as of the Closing, in form and substance reasonably acceptable to the Purchaser and the Seller Representative (the “Escrow Agreement”), pursuant to which the Purchaser shall cause to be delivered to the Escrow Agent at the Closing ten percent (10%) of the Closing Exchange Shares otherwise deliverable to the Sellers at the Closing (including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”), with the Escrow Shares, along with any dividends, distributions and other earnings thereon and other Escrow Property, to be held by the Escrow Agent in a segregated escrow account (“Escrow’Escrow Account”) and disbursed therefrom in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ the terms and deposit a fully executed copy conditions of this Agreement by no later than seven (7) days after City Council approval of this and the Escrow Agreement. Buyer shallThe Escrow Shares and other Escrow Property shall serve as a source of security for the Sellers’ obligations after the Closing for the adjustments under Section 1.5 and for their indemnification obligations under Article VII. The portion of the Closing Exchange Shares that shall be withheld at the Closing for deposit in the Escrow Account shall be allocated among the Sellers pro rata based on each Seller’s Pro Rata Share. Each Seller shall have the right to vote its portion of such Escrow Shares (based on its Pro Rata Share, concurrent with subject to adjustment for any Escrow Shares that are forfeited or earned in a manner other than pro rata among all Sellers based on their Pro Rata Share, as indicated in writing by the delivery of this Agreement deposit Five Thousand Dollars Seller Representative to the Purchaser, the Purchaser Representative and Zero cents ($5,000.00the Escrow Agent) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into during the time held in the Escrow within three (3) days after Buyer waives due diligence conditions Account as set forth in Section 4 Escrow Shares. (b) above. These deposits may The Escrow Property shall no longer be referred subject to herein as any indemnification claim after the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs date which is eighteen (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (4918) months after the Effective Closing Date (June 30the “Expiration Date”); provided, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant however, with respect to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be any indemnification claims made in accordance with Article VII hereof on or prior to the wire transfer instructions Expiration Date (including those that are revised or adjusted in accordance with Article VII after the Expiration Date) that remain unresolved as of the end of the Expiration Date (“Pending Claims”), all or a portion of the Escrow Holder Property reasonably necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VII and the Purchaser Share Price as of the Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved pursuant to the provisions of Article VII. After the Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnitee, shall be made in sufficient time to allow for disbursed by the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title Agent to the Sellers, with each Seller receiving its Pro Rata Share (subject to adjustment for any Escrow Property that is forfeited or earned in sufficient time to allow for a manner other than pro rata among all Sellers based on their Pro Rata Share, as indicated in writing by the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title Representative to the Purchaser, the Purchaser Representative and the Escrow Agent) of such Escrow Property. Promptly after the final resolution of all Pending Claims and the payment of all indemnification obligations in connection therewith, the Escrow Agent shall disburse any Escrow Property remaining in the Escrow Account to Buyer in sufficient time the Sellers, with each Seller receiving its Pro Rata Share (subject to allow adjustment for the timely close of Escrow. Seller and Buyer agree to deposit with any Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction Property that is forfeited or earned in a timely manner. All funds received manner other than pro rata among all Sellers based on their Pro Rata Share, as indicated in writing by the Seller Representative to the Purchaser, the Purchaser Representative and the Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to CloseAgent) of the Agreement shall be amended and restated in its entirety as follows:such Escrow Property.

Escrow. ▇▇▇▇▇ agrees to open (a) If the Senior Adviser exercises any of his Accelerated Options during the Term and disposes of any of the shares of Common Stock of the Company (the “Shares”) acquired upon such exercise, the Senior Adviser will deposit the Net Proceeds (as defined below) into an escrow account (the “Escrow’”) in accordance to be established by the Company with this Agreement at ▇▇▇▇▇▇▇ Title (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy (or such other bank mutually acceptable to the parties) on terms consistent with the provisions of this Agreement Section 11. In addition, any Escrow Shares acquired upon exercise of an Accelerated Option by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) Senior Adviser during the Term shall be deposited into the Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents The Escrow Shares ($5,000.00or the Net Proceeds thereof, if applicable) deposited into Escrow within three (3) days after Buyer waives due diligence conditions are assets of the Senior Adviser, not of the Company and the terms of the escrow agreement will provide that the assets in the Escrow will not be subject to the claims of the creditors of the Company and will be released only as set forth in Section 4 provided herein. During the Term, the Senior Adviser shall not transfer any Escrow Shares acquired upon exercise of an Accelerated Option other than pursuant to an arms-length sale to an independent third party. (b) aboveTo the extent that an Option is partly a Vested Option and partly an Accelerated Option, any exercise of the Option shall be deemed first to be the exercise of a Vested Option. These deposits may Any disposition of Shares acquired upon exercise of an Accelerated Option shall be referred deemed first to herein as be a disposition of Unrestricted Shares. Any Shares used to pay the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits exercise price and/or satisfy withholding taxes in connection with the exercise on an Accelerated Option will be applied against Unrestricted Shares. (c) Within 2 business days following the Purchase Price earlier of (i) the expiration of the Term at closing. All usual and reasonable feesDecember 31, charges2016 or (ii) an Involuntary Termination or (iii) any other termination of the Senior Adviser other than a termination described in the following sentence, and costs (all amounts in the Escrow will be paid to the Senior Adviser, including transfer taxes, if any) which arise interest on all amounts held in the Escrow. Within 2 business days following a termination by the Senior Adviser described in Section 10 or a termination by the Company for Cause, shall all amounts in the Escrow will be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close Company. (d) For purposes of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:11,

Escrow. ▇▇▇▇▇ agrees to open an escrow (“Escrow’a) Upon the issuance of the Non-Escrow Shares in accordance with this Agreement at ▇▇▇▇▇▇▇ Title Section 1.10, Parent shall withhold the Escrow Shares and deliver such shares of Parent Common Stock to Wilmington Trust N.A., as escrow agent (the “Escrow HolderAgent”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement to be held by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions Agent as set forth in Section 4 (b) above. These deposits may be referred collateral to herein as secure the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions rights of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act Indemnitees under this Agreement, including Section 9 (the “Escrow Fund”). The Parties agree Escrow Shares shall be held pursuant to do all acts reasonably necessary to close the provisions of an escrow agreement substantially in the form of Exhibit G attached hereto (the “Escrow as soon as possible, but in all events Agreement”). The Indemnity Escrow Shares will be held by no later than forty-nine the Escrow Agent until the date that is six (496) months after the Effective Closing Date (June 30the “Escrow Period”); provided, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded however, that in the office event any Indemnitee has made a claim under Section 9 prior to the end of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of EscrowPeriod, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shallthen, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with and subject to the wire transfer instructions terms and conditions of the Escrow Holder Agreement, the Escrow Period shall continue and shall be made the Escrow Agent will continue to hold such number of Indemnity Escrow Shares in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title escrow as is equal to the Property in sufficient time to allow for quotient obtained by dividing (i) any claimed amounts by (ii) the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title Parent Stock Price, rounded up to the Property nearest whole share until such claim is fully and finally resolved. The PPP Escrow Shares will be held by the Escrow Agent until the earlier of such time that the PPP Lender (i) delivers written notice to Buyer in sufficient time the Company or Parent confirming the forgiveness and termination of the PPP Loan, or (ii) delivers written notice to allow the Company or Parent confirming its obligation to repay the PPP Loan. (b) Upon the release of Escrow Shares by the Escrow Agent, Parent shall promptly deliver, or cause to be delivered, to the Stockholders’ Representative (for distribution to the timely close of Escrow. Seller and Buyer agree to deposit with Stockholders) stock certificates representing the Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business Shares, in the State name of California. All disbursements shall be made each Stockholder, in each case for such number of shares of Parent Common Stock equal to the sum of (i) the product obtained by wire transfer from multiplying (A) the Per Share Stock Preference by (B) the Escrow Share Percentage and by (C) such accountStockholder’s number of shares of Company Preferred Stock, unless Seller requests another form and (ii) the product obtained by multiplying (A) the Per Share Stock Participation by (B) the Escrow Share Percentage and by (C) such Stockholder’s number of paymentshares of Company Common Stock.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees At or prior to open an the Closing, the Purchaser Representative, the Seller Representative and Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to the Purchaser and the Company), as escrow agent (“Escrow’) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (the “Escrow HolderAgent”), located shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Company (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent a number of shares of Purchaser Common Stock (with each share valued at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7$10.00) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within equal to three percent (3%) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds Stockholder Merger Consideration as set forth in the statement. The deposit shall Estimated Closing Statement (the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”) to be made held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with the wire transfer instructions terms of Section 1.15 and the Escrow Agreement. The Escrow Property shall be allocated among and transferred to the Company Stockholders pro rata based on their respective Pro Rata Share; provided that any Pro Rata Share due to each holder of the Escrow Holder Company’s Series B Convertible Preferred Stock and Series C Convertible Preferred Stock shall be made in sufficient time treated pursuant to allow Section 1.12(b) with 50% being held by the Exchange Agent and added to the Reserved Shares. The Escrow Property shall serve as the sole source of payment for the timely close obligations of Escrowthe Company Stockholders under Section 1.15. Buyer Unless otherwise required by Law, all distributions made from the Escrow Account shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title be treated by the Parties as an adjustment to the Property in sufficient time number of shares of Stockholder Merger Consideration received by the Company Stockholders pursuant to allow for the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentArticle I hereof.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees On the Closing Date, Buyer shall deposit in escrow with the Escrow Agent the Escrow Amount, solely for the purpose, and to open the extent required, to satisfy Seller’s indemnification and payment obligations with respect to Taxes set forth in the first and second sentences of Section 2.5 and payable by Seller in connection with sale of the Acquired Shares, provided that if such Seller’s obligations exceed at any time the Escrow Amount, Seller will be liable for any difference. The Escrow Amount shall be held by the Escrow Agent in an escrow account (the “Escrow’Escrow Account”) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title (“the terms and provisions of the Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shalland Seller shall each pay 50% (fifty percent) of any fees and expenses payable to the Escrow Agent pursuant to the Escrow Agreement. Within 15 (fifteen) Business Days after Closing, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions upon determination by Seller, as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees2.5, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made amount due in accordance with the wire transfer instructions Mexican Income Tax Law (Ley del Impuesto Sobre la Renta) (the “Required Tax Payment”), which determination will be promptly communicated by Seller to Buyer, each of Buyer and Seller agrees, and assumes the obligation, to issue a joint written notice to the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title Agent pursuant to the Property in sufficient time Escrow Agreement instructing the Escrow Agent to allow for pay no later than the timely close of Escrow. Seller shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title 15th (fifteenth) Business Day after the Closing Date (i) the Required Tax Payment from the Escrow Account to the Property to Buyer in sufficient time to allow for Mexican Internal Revenue Service (Servicio de Administración Tributaria) and (ii) the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow remaining funds in a general escrow account(s) and may the Escrow Account, if any, to Seller. For the avoidance of doubt, the Escrow Account shall not be transferred used to satisfy any other such escrow trust account liability or obligation under Article VIII or elsewhere in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymentthis Agreement.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows:

Escrow. ▇▇▇▇▇ agrees to open an escrow (“Escrow’a) in accordance with this Agreement at ▇▇▇▇▇▇▇ Title On the Closing Date, $375,000.00 and 14,717 shares of Parent Common Stock from the Closing Shares (“Escrow Holder”), located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and deposit a fully executed copy of this Agreement by no later than seven (7the "Escrowed Property") days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “▇▇▇▇▇▇▇ Money Deposits”. The ▇▇▇▇▇▇▇ Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of delivered to the escrow agent listed on Exhibit A (the "Escrow Holder. This Agreement constitutes the joint escrow instructions of the Parties, and ▇▇▇▇▇▇ Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49Agent") months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both ▇▇▇▇▇ and Seller. Buyer shall review and respond to said Preliminary Report as set forth --------- held in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made escrow in accordance with the wire transfer instructions terms of an escrow agreement to be entered into between the parties (the "Escrow Agreement") on or prior to the Closing Date. The Escrowed Property will be held in escrow by the Escrow Agent as security for any indemnification obligation of the Shareholders to the Merger Subsidiary, the Surviving Corporation and Parent pursuant to the terms of Section 6.02(b). The Escrowed Property shall consist of cash and the following shares of Parent Common Stock from the Shareholders and shall be allocable to such Shareholders as shown on Exhibit 4.02(a) hereof. (b) Any Loss by the Merger Subsidiary, the Surviving Corporation or Parent pursuant to Section 6.02(b) shall be satisfied first by the reduction of the Escrowed Property at its market value on the date that the Loss is paid or satisfied until the termination of the Escrow Holder Agreement and thereafter by the Shareholders. The market value of the Escrowed Property shall not constitute a limit on the liability of the Shareholders to the Merger Subsidiary, the Surviving Corporation and Parent hereunder, it being understood and agreed that the Shareholders shall remain liable to satisfy the amount of any Loss which exceeds the then market value of the Escrowed Property, subject in any case to the Cap. The Escrowed Property shall be made held by the Escrow Agent pursuant to the terms of the Escrow Agreement which shall be agreed upon and entered into by the Escrow Agent, the Shareholders and the Merger Subsidiary on or before the Closing Date. Among other things, the Escrow Agreement will provide that on the first anniversary hereof, the Escrow Agent shall deliver to the Shareholders or their designees such amount of the Escrowed Property then remaining, if any, as has not previously been applied pursuant to the terms of said Escrow Agreement, unless an indemnification claim by the Merger Subsidiary, the Surviving Corporation or the Parent against the Shareholders is then pending. The Shareholders shall have the right at their option, to satisfy their respective indemnification obligations with respect to any Loss that has been Finally Determined as provided for in sufficient time Section 6.02 by paying cash instead of having the Escrowed Property applied in satisfaction of such Loss. (c) On the Closing Date $430,000 from the Cash Consideration shall be delivered to allow the Escrow Agent as security for the timely close of EscrowShareholders indemnification obligations pursuant to Section 4.02(c) and (d) hereof. Buyer This Escrow Amount shall execute and deposit into be held by the Escrow a Certificate of Acceptance accepting fee title Agent pursuant to the Property in sufficient time to allow for terms of the timely close Short Term Escrow Agreement of Escroweven date. Seller This Escrow Amount shall execute and deliver into ▇▇▇▇▇▇ an executed ▇▇▇▇▇ ▇▇▇▇ conveying fee title be allocated to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments Shareholders as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(sshown on Exhibit 4.02(a) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of paymenthereof.” 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall be amended and restated in its entirety as follows: