FOR SECURITIES OFFERING
ESCROW AGREEMENT, dated as of (“Escrow Agreement”), is by and between
SI Securities, LLC (“SI Securities”), , a (“Issuer”),
and The Bryn Mawr Trust Company of Delaware (“BMTC DE”), a Delaware entity, as Escrow Agent hereunder
(“Escrow Agent”). Capitalized terms used herein, but not otherwise defined, shall have the meaning set forth
in that certain Issuer Agreement by and between Issuer and SI Securities executed prior hereto (the “Issuer Agreement”).
has engaged SI Securities to offer for the sale of Securities on a “best efforts” basis pursuant to the Issuer Agreement.
to the Securities (the “Subscribers” and individually, a “Subscriber”) will be required to
submit full payment for their respective investments at the time they enter into subscription agreements.
payments in connection with subscriptions for Securities shall be sent directly to the 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.
order to establish the escrow of funds and to effect the provisions of the Offering Document, the parties hereto have entered into
this Escrow Agreement.
STATEMENT OF AGREEMENT
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:
shall mean days when banks are open for business in the State of Delaware.
shall mean the dollar amount of Securities proposed to be purchased by the Subscriber in full. Subscribers may subscribe by tendering
funds via debit card, wire, or ACH only to the account specified in Exhibit A attached herein or another account specified
by SI Securities at the time of subscription for prompt forwarding to the account listed in Exhibit A, checks will not be
accepted. Wire and/or ACH instructions are subject to change, and may differ if funds are being sent from an international account.
In the event these instructions change they will be updated and provided by Escrow Agent to SI Securities.
shall mean the funds deposited with the Escrow Agent pursuant to this Escrow Agreement.
Date” means the date that is one year from the qualification of the Offering by the Commission.
shall have the definition as set forth in Exhibit A attached hereto.
Notice” shall mean a written notification, signed by SI Securities, pursuant to which the SI Securities shall represent
that, to its actual knowledge, all Closing Conditions have been met.
shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum
Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and
suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of
shall have the meaning set forth in the Issuer Agreement.
shall have the meaning set forth in the Issuer Agreement.
Accounting” shall mean an accounting of all subscriptions for Securities received for the Offering 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 of the Investment, and notations of any nonpayment of the Investment
submitted with such subscription, any withdrawal of such subscription by the Subscriber, any rejection of such subscription by
Issuer, or other termination, for whatever reason, of such subscription.
of and Acceptance by Escrow Agent. The other parties hereto 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. Escrow Agent hereby agrees
to hold all Investments related to the Offering in escrow pursuant to the terms of this Agreement.
into Escrow. a. All Investments shall be delivered directly to the Escrow Agent for deposit into the Escrow Account described
on Exhibit A hereto. Investments shall be transmitted promptly to the Escrow Agent in compliance with Rule 15c2-4.
Each such deposit shall be accompanied
by the following documents:
|(1)||a report containing such Subscriber’s name, social security number or taxpayer identification
number, address and other information required for withholding purposes;|
|(2)||a Subscription Accounting; and|
|(3)||instructions regarding the investment of such deposited funds in accordance with Section 6
ALL FUNDS SO DEPOSITED
SHALL REMAIN THE PROPERTY OF THE SUBSCRIBERS ACCORDING TO THEIR RESPECTIVE INTERESTS AND 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.
parties hereto understand and agree that all Investments received by Escrow Agent hereunder are subject to collection requirements
of presentment and final payment, and that the funds represented thereby cannot be drawn upon or disbursed until such time as final
payment has been made and is no longer subject to dishonor. Upon receipt, Escrow Agent shall process each Investment 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 Investment is dishonored, Escrow Agent’s sole obligation shall be to notify the parties
hereto of such dishonor and to promptly return such Investment to the applicable investor.
Upon receipt of any Investment
that represents payment of an amount less than or greater than the Subscriber’s initial proposed Investment, Escrow Agent's
sole obligation shall be to notify the parties hereto of such fact and to promptly return such Investment to the applicable investor.
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 Automated Clearing House (“ACH”), no later than one (1) business day following receipt
of the following documents:
|(1)||A Minimum Offering Notice;|
|(2)||Instruction Letter (as defined below); and|
|(3)||Such other certificates, notices or other documents as Escrow Agent shall reasonably require.|
Escrow Agent shall disburse the Escrow Funds by ACH from the Escrow Account in accordance with written instructions signed
by SI Securities 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) Investments 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 the Escrow Agent, or (b) any of the certifications and opinions set
forth in the Minimum Offering Notice are incorrect or incomplete.
After 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 ACH, no later than one (1) business day after receipt.
It is understood
that any ACH transaction must comply with U. S law. However, BMTC DE is not responsible for errors in the completion, accuracy,
or timeliness of any transfer properly initiated by BMTC DE in accordance with joint written instructions 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 your funds on deposit in an external account.
of Any Subscription or Termination of the Offering. Promptly after receipt by Escrow Agent of written notice (i) from
Issuer that the Issuer intends to reject a Subscriber’s subscription, (ii) from Issuer or SI Securities 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 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, or the offering has been sooner terminated by Issuer, Escrow Agent shall, without
any further instruction or direction from SI Securities or Issuer, promptly return to each Subscriber, by debit, ACH, or Wire transfer,
the Investment made by such Subscriber.
of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between SI Securities, 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 SI Securities 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
Escrow Agent shall have no liability to
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
ten (10) days prior written notice to the SI Securities and the Issuer specifying a date when such resignation shall take
effect. Upon any such notice of resignation, SI Securities 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 the Escrow Agent may be merged or converted or with which it may be consolidated, or any
corporation or association to which all or substantially all of the escrow business of the Escrow Agent’s corporate trust
line of business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.
of Escrow Agent.
Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The 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. The 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 the Escrow Agent’s gross negligence
or willful misconduct was the primary cause of any loss to the Issuer 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 the 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 and 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 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.
Escrow 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 the 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, the 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 the 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, the Escrow Agent shall provide the Issuer and SI Securities 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 the 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, 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.
to Escrow Agent.
and Expenses. SI Securities 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 SI Securities upon demand by Escrow Agent. The obligations of SI Securities
under this Section 10 shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow
from Escrow Funds to Pay Escrow Agent. The Escrow Agent is authorized to and may disburse from time to time, to itself 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 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.
and Warranties. a. Each party hereto 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 hereunder.
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
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
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 the 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 the 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 the 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.
Securities further represents and warrants to Escrow Agent that the deposit with Escrow Agent by SI Securities of Investments pursuant
to Section 3 hereof shall be deemed a representation and warranty by SI Securities that such Investment 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 SI Securities acknowledge that a portion of the identifying information set forth on Exhibit A
is being requested by the 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, we ask for documentation to verify its formation and existence as a legal entity.
We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority
to represent the entity or other relevant documentation.
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 SI Securities, 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 the 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 SI Securities, 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.
The Escrow Agent and any stockholder, director, officer or employee of the Escrow Agent may buy, sell, and deal in any of the securities
of the Issuer and become pecuniarily 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 the 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
||BMTC DE, as Escrow Agent|
||Xxxxxx X. Xxxxx|
||SI SECURITIES, LLC|
Offering” means $______________ of Securities (including both offline and online investments through SI
Securities or otherwise).|
|3. ACH/Wire instructions:
||Bryn Mawr Trust Company|
||000 Xxxxxxxxx Xxx, Xxxx Xxxx XX 00000|
||SeedInvest – Deal Name|
|4. Escrow Agent Fees.
|Escrow Administration Fee:
$100.00 for each break letter after the first four
$750.00 escrow account fee
The fees quoted in this schedule
apply to services ordinarily rendered in the administration of an Escrow Account and are subject to reasonable adjustment based
on final review of documents, or when the Escrow Agent is called upon to undertake unusual duties or responsibilities, or as changes
in law, procedures, or the cost of doing business demand. Services in addition to and not contemplated in this Escrow Agreement,
including, but not limited to, document amendments and revisions, non-standard cash and/or investment transactions, calculations,
notices and reports, and legal fees, will be billed as extraordinary expenses.
Extraordinary fees are payable
to the Escrow Agent for duties or responsibilities not expected to be incurred at the outset of the transaction, not routine or
customary, and not incurred in the ordinary course of business. Payment of extraordinary fees is appropriate where particular inquiries,
events or developments are unexpected, even if the possibility of such things could have been identified at the inception of the
Unless otherwise indicated, the
above fees relate to the establishment of one escrow account. Additional sub-accounts governed by the same Escrow Agreement may
incur an additional charge. Transaction costs include charges for wire transfers, internal transfers and securities transactions.
|If to Issuer at:
|If to the Escrow Agent
||The Bryn Mawr Trust Company
||00 Xxxxxxxxxx Xxxx, Xxxxx 000
||Xxxxxxxxxx, XX 00000
||ATTN: Xxxxxx X. Xxxxx
|If to SI Securities at:
||SI Securities, LLC
||000 Xxxxxxxx, 00xx Xx.
||Xxx Xxxx, XX 00000
||ATTN: Xxxx X. Xxxx
||Telephone: 646.291.2161 ext. 700