Escrow Agreement, effective as of ________, (“Escrow Agreement”), is by, between and among The Bryn Mawr Trust Company of
Delaware, a Delaware Limited Purpose Trust Company and located at 00 Xxxxxxxxxx Xx., Xxxxx 000, Xxxxxxxxxx, XX 00000 as Escrow Agent
hereunder (“Escrow Agent”); StartEngine Primary LLC (“Broker”), a Delaware Limited Liability Company, located
at 0000 X. Xxxxxxx Xxx, Xxxxxxx, XX 00000 ; and ________________________, a ________________________(“Issuer”) located
has engaged Broker to act as broker/dealer of record for the sale up to $ ________________of securities (the “Securities”)
on a “best efforts” basis, in an offering pursuant to Regulation A+.
accordance with the Form 1-A (“Offering Document”), subscribers to the Shares (the “Subscribers” and individually,
a “Subscriber”) will be required to submit full payment for their respective investments at the time they enter into subscription
accordance with the Offering Document, all payments in connection with subscriptions for Shares shall be sent directly to Escrow Agent,
and Escrow Agent has agreed to accept, hold, and disburse such funds deposited with it thereon in accordance with the terms of this Escrow
Agreement and in compliance with the Securities Exchange Act of 1934 Rule 15(c)2-4 and related SEC guidance and FINRA rules.
order to establish the escrow of funds and to effect the provisions of the Offering Document, the parties hereto have entered into this
parties to this agreement agree to the Transmittal of Funds for Deposit Into the Escrow Account procedures located in Exhibit B.
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, for
themselves, their successors and assigns, hereby agree as follows:
In addition to the terms defined above, the following terms shall have the following meanings when used herein:
Days” shall mean days when banks are open for business in the State of Delaware.
Investment” shall mean the number of Shares to be purchased by any Subscriber multiplied by the offering price per Share as set
forth in the Offering Document.
Investment Instrument” shall mean an Automated Clearing House (“ACH”), made payable to or endorsed to Escrow Agent
in the manner described in Section 3(c) hereof, in full payment for the Shares to be purchased by any Subscriber.
Funds” shall mean the funds deposited with Escrow Agent pursuant to this Escrow Agreement.
Date” means the date so designated on Exhibit A.
Offering” shall mean the number Shares so designated on Exhibit A hereto.
Offering Notice” shall mean a written notification, signed by Broker, pursuant to which the Broker shall represent (1) that subscriptions
for the Minimum Offering have been received, (2) that, to the best of Broker’s knowledge after due inquiry and review of its records,
Cash Investment Instruments in full payment for that number of Shares equal to or greater than the Minimum Offering have been received,
deposited with and collected by Escrow Agent, (3) and that such subscriptions have not been withdrawn, rejected or otherwise terminated,
and (4) that the Subscribers have no statutory or regulatory rights of rescission without cause or all such rights have expired.
Accounting” shall mean an accounting of all subscriptions for Shares received and accepted by Broker as of the date of such accounting,
indicating for each subscription the Subscriber’s name, social security number and address, the number and total purchase price
of subscribed Securities, the date of receipt by Broker of the Cash Investment Instrument, and notations of any nonpayment of the Cash
Investment Instrument submitted with such subscription, any withdrawal of such subscription by the Subscriber, any rejection of such
subscription by Broker, or other termination, for whatever reason, of such subscription.
of and Acceptance by Escrow Agent. Issuer, Broker hereby appoint Escrow Agent to serve as Escrow Agent hereunder, and Escrow Agent
hereby accepts such appointment in accordance with the terms of this Escrow Agreement.
a. All Cash Investment Instruments shall be delivered directly to Escrow Agent for deposit into the Escrow Account described on Exhibit
B hereto. Each such deposit shall be accompanied by the following documents:
report containing such Subscriber’s name, social security number or taxpayer identification number, address and other information
required for withholding purposes;
Subscription Accounting; and
instructions regarding the investment of such deposited funds in accordance with Section 6 hereof.
FUNDS SO DEPOSITED SHALL REMAIN THE PROPERTY OF THE SUBSCRIBERS ACCORDING TO THEIR RESPECTIVE INTERESTS AND, EXCEPT AS PROVIDED IN SECTION
10(C) HEREIN, SHALL NOT BE SUBJECT TO ANY LIEN OR CHARGE BY Escrow Agent OR BY JUDGMENT OR CREDITORS’ CLAIMS AGAINST ISSUER UNTIL
RELEASED OR ELIGIBLE TO BE RELEASED TO ISSUER IN ACCORDANCE WITH SECTION 4(a) HEREOF.
and Issuer understand and agree that all Cash Investment Instruments received by Escrow Agent hereunder are subject to collection requirements
of presentment and final payment. Upon receipt, Escrow Agent shall process each Cash Investment Instrument for collection, and the proceeds
thereof shall be held as part of the Escrow Funds until disbursed in accordance with Section 4 hereof. If, upon presentment for
payment, any Cash Investment Instrument is dishonored, Escrow Agent’s sole obligation shall be to notify Broker of such dishonor
and to return such Cash Investment Instrument to the Investor should Escrow Agent have Investor information sufficient to effect such
a return or to Broker should sufficient Investor information be unavailable. Notwithstanding the foregoing, if for any reason any Cash
Investment Instrument is uncollectible after payment or disbursement of the funds represented thereby has been made by Escrow Agent,
Issuer shall immediately reimburse Escrow Agent upon receipt from Escrow Agent of written notice thereof.
receipt of any Cash Investment Instrument that represents payment of an amount less than or greater than the Cash Investment, Escrow
Agent’s sole obligation shall be to notify Issuer and Broker, depending upon the source of the of the Cash Investment Instrument,
of such fact and to return such Cash Investment Instrument to the Investor should Escrow Agent have Investor information sufficient to
effect such a return or to Broker should sufficient Investor information be unavailable.
Cash Investment Instruments shall be made payable to the order of, or endorsed to the order of, “Escrow Agent / ________________________-Escrow
Account,” and Escrow Agent shall not be obligated to accept, or present for payment, any Cash Investment Instrument that is not
payable or endorsed in that manner.
of Escrow Funds.
of Offering. Subject to the provisions of Section 10 hereof, Escrow Agent shall pay to Issuer the liquidated value of the
Escrow Funds, by wire no later than one (1) business day following receipt of the following documents:
Minimum Offering Notice;|
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Accounting Spreadsheet substantiating the sale of the Minimum Offering and maintained by
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Letter (as defined below); and|
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other certificates, notices or other documents as Escrow Agent shall reasonably require.|
Agent shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by both the
Issuer andBroker as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a).
Notwithstanding the foregoing, Escrow Agent shall not be obligated to disburse the Escrow Funds to Issuer if Escrow Agent has reason
to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering
have not been received, deposited with and collected by Escrow Agent, or (b) any of the certifications and opinions set forth in the
Minimum Offering Notice are incorrect or incomplete.
the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), Escrow Agent shall pay to Issuer any additional
funds received with respect to the Securities, by wire, promplty after receipt. Additional disbursments shall be subject to the issuer
providing the following documentation:
Accounting Spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer
by Escrow Agent;
Letter (as defined above) from Issuer; and
other certificates, notices or other documents as Escrow Agent shall reasonably require.
is understood that any ACH transaction must comply with U.S. laws and NACHA rules. However, Escrow Agent shall not be responsible for
any errors in the completion, accuracy, or timeliness of any transfer properly initiated by Escrow Agent in accordance with joint written
instructions of Issuer and Broker occasioned by the acts or omissions of any third party financial institution or a party to the transaction,
or the insufficiency or lack of availability of funds on deposit in an external account.
of Any Subscription or Termination of the Offering. No later than three (3) business days after receipt by Escrow Agent of written
notice (i) from Issuer that the Issuer intends to reject a Subscriber’s subscription, (ii) from Issuer and/or? Broker that there
will be no closing of the sale of Securities to Subscribers, (iii) from any federal or state regulatory authority that any application
by Issuer to conduct a banking business has been denied, or (iv) from the Securities and Exchange Commission or any other federal or
state regulatory authority that a stop or similar order has been issued with respect to the Offering Document and has remained in effect
for at least twenty (20) days, Escrow Agent shall pay to the applicable Subscriber(s), by ACH , the amount of the Cash Investment paid
by each Subscriber.
of Offering Period. Notwithstanding anything to the contrary contained herein, if Escrow Agent shall not have received a Minimum
Offering Notice on or before the Expiration Date, Escrow Agent shall, within three (3) business days after such Expiration Date and without
any further instruction or direction from Broker or Issuer, return to each Subscriber, by ACH, the Cash Investment made by such Subscriber.
of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between Broker, Issuer, Escrow Agent,
any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other
obligations of Escrow Agent hereunder, or (ii) if at any time Escrow Agent is unable to determine, to Escrow Agent’s reasonable
satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent’s proper actions with respect to
its obligations hereunder, or (iii) if Broker and Issuer have not within 30 days of the furnishing by Escrow Agent of a notice of resignation
pursuant to Section 7 hereof appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its reasonable discretion,
take either or both of the following actions:
the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until
such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall have been
appointed (as the case may be).
(by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow
Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court
all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court.
Agent shall have no liability to Broker, Issuer, any Subscriber or any other person with respect to any such suspension of performance
or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out
of or as a result of any delay in the disbursement of the Escrow Funds or any delay in or with respect to any other action required or
requested of Escrow Agent.
of Funds. Escrow Agent will not commingle Escrow Funds received by it in escrow with funds of others and shall not invest such Escrow
Funds. The Escrow Funds will be held in a non-interest bearing account.
of Escrow Agent. Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving fifteen
(15) business days prior written notice to the Broker and the Issuer specifying a date when such resignation shall take effect. Upon
any such notice of resignation, the Broker and Issuer jointly shall appoint a successor Escrow Agent hereunder prior to the effective
date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow
Funds to the successor Escrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable. After any retiring
Escrow Agent’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Escrow Agent under this Escrow Agreement. Any corporation or association into which Escrow Agent may be
merged or converted or with which it may be consolidated shall be the Escrow Agent under this Escrow Agreement without further act.
of Escrow Agent.
Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent shall have
no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement, including without limitation
the Offering Document. Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that
a court of competent jurisdiction determines that Escrow Agent’s gross negligence or willful misconduct was the primary cause of
any loss to the Issuer, Broker or any Subscriber. Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement
of the Escrow Funds in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and
shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon
any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the
truth and accuracy of any information contained therein, which Escrow Agent shall believe to be genuine and to have been signed or presented
by the person or parties purporting to sign the same. In no event shall Escrow Agent be liable for incidental, indirect, special, consequential
or punitive damages (including, but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss
or damage and regardless of the form of action. Escrow Agent shall not be obligated to take any legal action or commence any proceeding
in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Offering Document,
or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, Escrow Agent
shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber
or any other agreement between Issuer, Broker and/or any Subscriber. Escrow Agent shall not be responsible or liable in any manner for
the performance by Issuer or any Subscriber of their respective obligations under any subscription agreement nor shall Escrow Agent be
responsible or liable in any manner for the failure of Issuer, Broker or any third party (including any Subscriber) to honor any of the
provisions of this Escrow Agreement. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as
to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute
involving any party hereto, and shall incur no liability and shall be fully indemnified from any reasonable liability whatsoever in acting
in accordance with the reasonable opinion or instruction of such counsel. Issuer shall promptly pay, upon demand, the reasonable fees
and expenses of any such counsel.
Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow
Funds, without determination by Escrow Agent of such court’s jurisdiction in the matter. If any portion of the Escrow Funds is
at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery
of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered
by any court affecting such property or any part thereof, then and in any such event, Escrow Agent is authorized, in its reasonable discretion,
to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding
upon it without the need for appeal or other action; and if Escrow Agent complies with any such order, writ, judgment or decree, it shall
not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ,
judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. Notwithstanding the foregoing, Escrow Agent
shall provide the Issuer and Broker with immediate notice of any such court order or similar demand and the opportunity to interpose
an objection or obtain a protective order.
of Escrow Agent. From and at all times after the date of this Escrow Agreement, Issuer shall, to the fullest extent permitted by
law, defend, indemnify and hold harmless Escrow Agent and each director, officer, employee, attorney, agent and affiliate of Escrow Agent
(collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities,
costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys’ fees, costs and expenses)
incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential,
as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation)
by any person, including without limitation Issuer, Broker whether threatened or initiated, asserting a claim for any legal or equitable
remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under
any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance
or failure of performance of this Escrow Agreement or any transactions contemplated herein, whether or not any such Indemnified Party
is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified
Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject
to no further appeal, to have resulted from the gross negligence or willful misconduct of such Indemnified Party. Each Indemnified Party
shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted
against it, and the reasonable fees of such counsel shall be paid upon demand by the Issuer. The obligations of Issuer under this Section
9 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent.
Compensation to Escrow Agent.
and Expenses. Issuer shall compensate Escrow Agent for its services hereunder in accordance with Exhibit A attached hereto
and, in addition, shall reimburse Escrow Agent for all of its reasonable pre-approved out-of-pocket expenses, including attorneys’
fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying
charges and the like. The additional provisions and information set forth on Exhibit A are hereby incorporated by this reference,
and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 shall
be payable by Issuer upon demand by Escrow Agent. The obligations of Issuer under this Section 10 shall survive any termination
of this Escrow Agreement and the resignation or removal of Escrow Agent.
from Escrow Funds to Pay Escrow Agent. Escrow Agent is authorized to and may disburse from time to time, to itself or to Broker or
to any Indemnified Party from the Escrow Funds (but only to the extent of Issuer’s rights thereto), the amount of any compensation
and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified
Party is entitled to seek indemnification pursuant to Section 9 hereof). Escrow Agent shall notify Issuer of any disbursement
from the Escrow Funds to itself or to any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish
to Issuer copies of all related invoices and other statements.
and Offset. Issuer hereby grants to Escrow Agent and Broker and the Indemnified Parties a security interest in and lien upon the
Escrow Funds (to the extent of Issuer’s rights thereto) to secure all obligations hereunder, and Escrow Agent and the Indemnified
Parties shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim
for indemnification pursuant to Section 9 hereof) against the Escrow Funds (to the extent of Issuer’s rights thereto.) If
for any reason the Escrow Funds available to Escrow Agent and the Indemnified Parties pursuant to such security interest or right of
offset are insufficient to cover such compensation and reimbursement, Issuer shall promptly pay such amounts to Escrow Agent and the
Indemnified Parties upon receipt of an itemized invoice.
Representations and Warranties.
of Broker and Issuer respectively makes the following representations and warranties to Escrow Agent:
is a corporation or limited liability company duly organized, validly existing, and in good standing under the laws of the state of its
incorporation or organization, and has full power and authority to execute and deliver this Escrow Agreement and to perform its obligations
Escrow Agreement has been duly approved by all necessary corporate action, including any necessary shareholder or membership approval,
has been executed by its duly authorized officers, and constitutes its valid and binding agreement, enforceable in accordance with its
execution, delivery, and performance of this Escrow Agreement will not violate, conflict with, or cause a default under its articles
of incorporation, articles of organization or bylaws, operating agreement or other organizational documents, as applicable, any applicable
law or regulation, any court order or administrative ruling or decree to which it is a party or any of its property is subject, or any
agreement, contract, indenture, or other binding arrangement to which it is a party or any of its property is subject. The execution,
delivery and performance of this Escrow Agreement is consistent with and accurately described in the Offering Document as set forth in
Sections 4(b) and 4(c) hereof, has been properly described therein.
hereby acknowledges that the status of Escrow Agent is that of agent only for the limited purposes set forth herein, and hereby represents
and covenants that no representation or implication shall be made that Escrow Agent has investigated the desirability or advisability
of investment in the Securities or has approved, endorsed or passed upon the merits of the investment therein and that the name of Escrow
Agent has not and shall not be used in any manner in connection with the offer or sale of the Securities other than to state that Escrow
Agent has agreed to serve as Escrow Agent for the limited purposes set forth herein.
of its representations and warranties contained herein are true and complete as of the date hereof and will be true and complete at the
time of any deposit to or disbursement from the Escrow Funds.
further represents and warrants to Escrow Agent that no party other than the parties hereto and the prospective Subscribers have, or
shall have, any lien, claim or security interest in the Escrow Funds or any part thereof. No financing statement under the Uniform Commercial
Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow Funds
or any part thereof.
further represent and warrant to Escrow Agent that the deposit with Escrow Agent by Escrow Agent of Cash Investment Instruments pursuant
to Section 3 hereof shall be deemed a representation and warranty by Escrow Agent that such Cash Investment Instrument represents
a bona fide sale to the Subscriber described therein of the amount of Securities set forth therein, subject to and in accordance with
the terms of the Offering Document.
Information. Issuer and Broker acknowledge that a portion of the identifying information set forth on Exhibit A is being requested
by Escrow Agent in connection with the USA Patriot Act, Pub.L.107-56 (the “Act”). To help the government fight the funding
of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information
that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a Trust, or other
legal entity, Escrow Agent will ask for documentation to verify such person or entity’s formation and existence as a legal entity.
Escrow Agent may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming
authority to represent the entity or other relevant documentation.
with Privacy Laws. Escrow Agent represents and warrants that its collection, access, use, storage, disposal and disclosure of Personal
Data does and will comply with all applicable federal and state privacy and data protection laws, as well as all other applicable regulations.
Without limiting the foregoing, Escrow Agent shall implement administrative, physical and technical safeguards to protect Personal Data
that are no less rigorous than accepted industry, and shall ensure that all such safeguards, including the manner in which Personal Data
is collected, accessed, used, stored, processed, disposed of and disclosed, comply with applicable data protection and privacy laws,
as well as the terms and conditions of this Escrow Agreement. Escrow Agent shall use and disclose Personal Data solely and exclusively
for the purposes for which the Personal Data, or access to it, is provided pursuant to the terms and conditions of this Escrow Agreement,
and not use, sell, rent, transfer, distribute, or otherwise disclose or make available Personal Data for Escrow Agent’s own purposes
or for the benefit of any party other than Issuer. For purposes of this section, “Personal Data” shall mean information provided
to Escrow Agent by or at the direction of the Issuer, or to which access was provided to Escrow Agent by or at the direction of the Issuer,
in the course of Escrow Agent’s performance under this Escrow Agreement that: (i) identifies or can be used to identify an individual
(also known as a “data subject”) (including, without limitation, names, signatures, addresses, telephone numbers, e-mail
addresses and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification
numbers, government-issued identification numbers, passwords or PINs, financial account numbers, credit report information, biometric
or health data, answers to security questions and other personal identifiers), including the identifying information on individuals described
in Section 12.
to Jurisdiction and Venue. In the event that any party hereto commences a lawsuit or other proceeding relating to or arising from
this Escrow Agreement, the parties hereto agree that the United States District Court for the State of Delaware shall have the sole and
exclusive jurisdiction over any such proceeding. If such court lacks federal subject matter jurisdiction, the parties agree that the
Circuit Court in and for State of Delaware shall have sole and exclusive jurisdiction. Any of these courts shall be proper venue for
any such lawsuit or judicial proceeding and the parties hereto waive any objection to such venue. The parties hereto consent to and agree
to submit to the jurisdiction of any of the courts specified herein and agree to accept service of process to vest personal jurisdiction
over them in any of these courts.
All notices, approvals, consents, requests, and other communications hereunder shall be in writing and shall be deemed to have been
given when the writing is delivered if given or delivered by hand, overnight delivery service or facsimile transmitter (with confirmed
receipt) to the address or facsimile number set forth on Exhibit A hereto, or to such other address as each party may designate
for itself by like notice, and shall be deemed to have been given on the date deposited in the mail, if mailed, by first-class, registered
or certified mail, postage prepaid, addressed as set forth on Exhibit A hereto, or to such other address as each party may designate
for itself by like notice.
or Waiver. This Escrow Agreement may be changed, waived, discharged or terminated only by a writing signed by Broker, Issuer and
Escrow Agent. No delay or omission by any party in exercising any right with respect hereto shall operate as a waiver. A waiver on any
one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion.
To the extent any provision of this Escrow Agreement is prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of
this Escrow Agreement.
Law. This Escrow Agreement shall be construed and interpreted in accordance with the internal laws of the State of Delaware without
giving effect to the conflict of laws principles thereof.
Agreement. This Escrow Agreement constitutes the entire agreement between the parties relating to the acceptance, collection, holding,
investment and disbursement of the Escrow Funds and sets forth in their entirety the obligations and duties of Escrow Agent with respect
to the Escrow Funds.
Effect. All of the terms of this Escrow Agreement, as amended from time to time, shall be binding upon, inure to the benefit of and
be enforceable by the respective successors and assigns of Broker, Issuer and Escrow Agent.
in Counterparts. This Escrow Agreement may be executed in two or more counterparts, which when so executed shall constitute one and
the same agreement.
Upon the first to occur of the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court
pursuant to Section 5 or Section 8 hereof, this Escrow Agreement shall terminate and Escrow Agent shall have no further
obligation or liability whatsoever with respect to this Escrow Agreement or the Escrow Funds.
SPACE INTENTIONALLY LEFT BLANK
Escrow Agent and any stockholder, director, officer or employee of Escrow Agent may buy, sell, and deal in any of the securities of the
Issuer and become pecuniary interested in any transaction in which the Issuer may be interested, and contract and lend money to the Issuer
and otherwise act as fully and freely as though it were not Escrow Agent under this Escrow Agreement. Nothing herein shall preclude Escrow
Agent from acting in any other capacity for the Issuer or any other entity.
WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed under seal as of the date first above written.
Administration Fee: $100.00 for each break letter after the first four
per year escrow account fee. First year non-refundable.
of Funds for Deposit Into the Escrow Account
Selected Dealer agrees that it is bound by the terms of the Escrow Agreement executed by Escrow Agent. ACH transfers, wire transfers
and credit cards are the acceptable methods of payment for this offering. ACH and transfers should be sent directly to the Escrow Agent
by the Broker via daily batch ACH.
delivery instructions are as follows:
NameBryn Mawr Trust Company
Xxxxxxxxx Xxx, Xxxx Xxxx XX 00000
InstructionsStartEngine – Deal Name