Common use of Disposition and Termination Clause in Contracts

Disposition and Termination. (a) The Escrow Agent shall administer the Escrow Shares in accordance with joint written instructions provided by Parent and LPHL to the Escrow Agent from time to time (an “Instruction”) directing the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, as set forth in such Instruction, to either the Indemnitees or to LPHL. Subject to sub-paragraph (b) below, the Escrow Agent shall make distributions of the Escrow Shares only in accordance with an Instruction and only to the Indemnitees or to LPHL. (b) Subject to the terms of this Section 3(b), on December 21, 2019, the Escrow Agent shall release all remaining Escrow Shares to LPHL. Notwithstanding the foregoing, if Parent has notified the Escrow Agent that it has made a claim pursuant to the Underlying Agreement prior to 11:59 p.m., Eastern Time, on December 21, 2019 (the “Escrow Termination Date”), which has not been resolved prior to the Escrow Termination Date, the Escrow Agent shall retain the Escrow Shares until it has received (i) an Instruction directing the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHL or (ii) evidence of a final non appealable judgement or order of any court or arbitral panel of competent jurisdiction which may be issued and which directs the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHL. (c) Upon the transfer and/or release of all of the Escrow Shares by the Escrow Agent in accordance with the terms of this Agreement (including Section 3(b)), this Agreement shall terminate, subject to the provisions of Section 7. (d) Prior to any distribution of the Escrow Shares to any of the Indemnitees pursuant to an Instruction, (i) LPHL shall execute a stock power substantially in the form attached hereto as Annex A, and (ii) Parent shall provide, at Parent’s cost and expense, the Escrow Agent with an opinion of counsel, in a form reasonably acceptable to the Escrow Agent, and an officer’s certificate, duly executed by an authorized officer of Parent, to confirm that the Escrow Shares can be transferred to the Indemnitees without registration under applicable Federal and state securities laws or that an effective registration statement covering the issuance or resale of the Escrow Shares is effective. If Parent is unable to provide the Escrow Agent with such requested opinions or certificates, the Escrow Agent shall not transfer any of the Escrow Shares pursuant to an Instruction and shall, instead, retain such Escrow Shares until Parent is able to deliver the opinions and certificates reasonably required by the Escrow Agent.

Disposition and Termination. (a) Promptly (but in no event more than five (5) Business Days) following the determination that all or any portion of the Escrowed Shares is issuable pursuant to Section 2.1(b) of the Three Party Agreement, United and Mesa Representative will jointly instruct the Escrow Agent (the “United Issuance Joint Instruction”) to release the applicable Escrowed Shares, together with the amount of dividends which have accrued (if any) with respect to such Escrowed Shares (the “Share Release Amount”), from the Escrow Account to United. Upon receipt of the United Issuance Joint Instruction, the Escrow Agent shall, no later than the fifth (5th) Business Day thereafter and without further instruction, deliver written instructions in the form of Schedule 5 to the Transfer Agent requesting Transfer Agent to disburse the Share Release Amount (including any applicable dividends) as specified in the United Issuance Joint Instruction. The Escrow Agent shall administer the Escrow Shares in accordance with joint written instructions provided by Parent and LPHL to the Escrow Agent from not be responsible for Transfer Agent’s processing time to time (an “Instruction”) directing release of Escrowed Shares by the Escrow Transfer Agent to transfer or release the Escrow Shares, or any portion thereof, as set forth in such Instruction, to either the Indemnitees or to LPHL. Subject to sub-paragraph (b) below, the Escrow Agent shall make distributions of the Escrow Shares only in accordance with an Instruction and only to the Indemnitees or to LPHLparty. (b) Subject If there are still Escrowed Shares remaining in the Escrow Account following any issuance of Escrowed Shares to United pursuant to the terms United Issuance Joint Instruction, then promptly (but in no event more than five (5) Business Days) following the determination that all or any portion of this the Escrowed Shares are then issuable pursuant to Section 3(b)2.1(c) of the Three Party Agreement, on December 21, 2019Mesa and Mesa Representative will jointly instruct the Escrow Agent (the “Mesa Issuance Joint Instruction”) to release the Share Release Amount from the Escrow Account to Mesa. Upon receipt of the Mesa Issuance Joint Instruction, the Escrow Agent shall release all remaining Escrow Shares to LPHL. Notwithstanding shall, no later than the foregoingfifth (5th) Business Day thereafter and without further instruction, if Parent has notified deliver written instructions in the Escrow Agent that it has made a claim pursuant form of Schedule 5 to the Underlying Agreement prior Transfer Agent requesting Transfer Agent to 11:59 p.m., Eastern Time, on December 21, 2019 disburse the Share Release Amount (including any applicable dividends) as specified in the “Escrow Termination Date”), which has not been resolved prior to the Escrow Termination Date, the Mesa Issuance Joint Instruction. The Escrow Agent shall retain not be responsible for Transfer Agent’s processing time to release of Escrowed Shares by the Escrow Shares until it has received (i) an Instruction directing the Escrow Transfer Agent to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHL or (ii) evidence of a final non appealable judgement or order of any court or arbitral panel of competent jurisdiction which may be issued and which directs the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHLparty. (c) If there are still Escrowed Shares remaining in the Escrow Account following any issuance of Escrowed Shares to Mesa pursuant to the Mesa Issuance Joint Instruction, then promptly following the determination that all or any portion of the Escrowed Shares are then issuable pursuant to Section 2.1(d) of the Three Party Agreement, Mesa will instruct the Escrow Agent (the “Pre-Merger Mesa Shareholder Instruction” and together with the United Issuance Joint Instruction and the Mesa Issuance Joint Instruction, the “Issuance Instructions”) to release the Share Release Amount from the Escrow Account to the Pre-Merger Mesa Shareholders (with such holders identified in Schedule 3 attached hereto, the “Pre-Merger Mesa Shareholders”). Upon receipt of the Pre-Merger Mesa Shareholder Instruction, the Escrow Agent shall, no later than the fifth (5th) Business Day thereafter and without further instruction, deliver written instructions in the form of Schedule 5 to the Transfer Agent requesting Transfer Agent to disburse the Share Release Amount (including any applicable dividends) as specified in the Pre-Merger Shareholder Instruction. The Escrow Agent shall not be responsible for Transfer Agent’s processing time to release of Escrowed Shares by the Transfer Agent to any party. (d) Any Issuance Instructions delivered pursuant to this Agreement shall specify the number of Escrowed Shares to be released and such other information as may be required to permit the Escrow Agent to release such Escrowed Shares. (e) Upon the transfer and/or release delivery of all of the Escrow Escrowed Shares by the Escrow Agent in accordance with the terms of this Agreement (including this Section 3(b)III), this Agreement shall terminate, subject to the provisions of Section 7Sections II(f)(ii), VI and VII hereof. (d) Prior to any distribution of the Escrow Shares to any of the Indemnitees pursuant to an Instruction, (i) LPHL shall execute a stock power substantially in the form attached hereto as Annex A, and (ii) Parent shall provide, at Parent’s cost and expense, the Escrow Agent with an opinion of counsel, in a form reasonably acceptable to the Escrow Agent, and an officer’s certificate, duly executed by an authorized officer of Parent, to confirm that the Escrow Shares can be transferred to the Indemnitees without registration under applicable Federal and state securities laws or that an effective registration statement covering the issuance or resale of the Escrow Shares is effective. If Parent is unable to provide the Escrow Agent with such requested opinions or certificates, the Escrow Agent shall not transfer any of the Escrow Shares pursuant to an Instruction and shall, instead, retain such Escrow Shares until Parent is able to deliver the opinions and certificates reasonably required by the Escrow Agent.

Disposition and Termination. (a) The Escrow Shares shall serve as a source of payment for certain Company Securityholders and the Sponsor in the event that the Surviving Corporation reaches certain Milestone Events after the Closing of the Merger Agreement. Claims for the release of Management Escrow Shares by Company Securityholders shall be referred to as “Management Escrow Claims”, and claims for the release of Sponsor Escrow Shares by the Sponsor shall be referred to as “Sponsor Escrow Claims” and, together with the Management Escrow Claims, the “Earnout Escrow Claims”. For the avoidance of doubt, Management Escrow Claims shall be asserted and resolved solely as set forth in the Merger Agreement, and Sponsor Escrow Claims shall be asserted and resolved solely as set forth in the Sponsor Earnout Agreement, in each case subject to the time periods and other restrictions set forth therein. Parent shall notify the other parties and the Escrow Agent in writing of the occurrence of any Milestone Event under the Merger Agreement and/or the Sponsor Earnout Agreement, as the case may be, and any Earnout Escrow Claims resulting therefrom (“Earnout Escrow Notice”) and, promptly after the receipt of such Earnout Escrow Notice (but in any event no later than two (2) Business Days thereafter), Parent, the Securityholder Representative and the Sponsor shall execute and deliver to the Escrow Agent a Joint Written Instruction (as defined below) with respect to the release of the number of Escrow Shares specified in such applicable Earnout Escrow Notice pursuant to the following sentence. In its Earnout Escrow Notice, the Parent shall provide a calculation of (i) the number of Escrow Shares due to the Company Securityholders in accordance with the Merger Agreement, and (ii) the number of Escrow Shares due to the Sponsor in accordance with the Sponsor Earnout Agreement. The Escrow Agent shall administer have no duty to determine whether any Earnout Escrow Notice accurately describes an Earnout Escrow Claim or conforms to or is permitted under by or by virtue of the Merger Agreement and/or the Sponsor Earnout Agreement, as the case shall be, but shall be entitled to assume conclusively and without inquiry that any such Earnout Escrow Notice satisfies the requirements of the Merger Agreement and/or the Sponsor Earnout Agreement, as the case may be, and this Agreement. The Escrow Agent shall not distribute all or a portion of the Escrow Shares except in accordance with Section 3(b). (b) Within five (5) Business Days after receipt of either (i) a joint written instruction in the form attached hereto as Exhibit A signed by each of Parent, the Securityholder Representative and the Sponsor (a “Joint Written Instruction”) or (ii) a Final Order (as defined below), a copy of which shall be simultaneously provided to the other parties hereto, in each case specifying the amount of Escrow Shares asserted by Parent for such Management Escrow Claim and/or for such Sponsor Escrow Claim, as the case may be, the Escrow Agent shall disburse the portion of the Escrow Shares to such parties as provided in the Joint Written Instruction or Final Order, as the case may be. Any Joint Written Instruction shall contain all requisite information needed by the Escrow Agent in order to distribute the Escrow Shares in accordance with joint written instructions provided this Agreement, including names, addresses, number of shares, and any other information requested by Parent and LPHL to the Escrow Agent from time to time (an “Instruction”) directing Agent. For the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, as set forth in such Instruction, to either the Indemnitees or to LPHL. Subject to sub-paragraph (b) belowavoidance of doubt, the Escrow Agent shall make distributions of the Escrow Shares only in accordance with an a Joint Written Instruction and only to the Indemnitees or to LPHLFinal Order. (bc) Subject Within ten (10) Business Days after the date that is thirty-six (36) months following the Closing Date (the “Release Date”), Parent, the Sponsor and the Securityholder Representative shall deliver a Joint Written Instruction to the terms Escrow Agent, instructing the Escrow Agent to return/disburse to the Parent the number of this Section 3(bEscrow Shares, if greater than zero, equal to (i) the number of Escrow Shares left in escrow less (ii) any Escrow Shares that are subject to an Earnout Escrow Claim with respect to which the Escrow Agent shall have received an Earnout Escrow Notice prior to the Release Date, but which remains unresolved or unsatisfied as of such date (the “Disputed Amount”), on December 21, 2019. With respect to any Disputed Amounts, the Escrow Agent shall release all remaining continue to hold such amounts in escrow in accordance with the terms of this Agreement until the resolution of such underlying Earnout Escrow Shares to LPHLClaims. Notwithstanding the foregoingSuch Disputed Amounts, if Parent has notified once resolved, shall be disbursed by the Escrow Agent that it has made a claim pursuant to Section 3(b) of this Agreement or returned/disbursed to the Underlying Agreement prior Parent pursuant to 11:59 p.m., Eastern Time, on December 21, 2019 (the “Escrow Termination Date”this Section 3(c), which has not been resolved prior to as the Escrow Termination Date, the Escrow Agent shall retain the Escrow Shares until it has received (i) an Instruction directing the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHL or (ii) evidence of a final non appealable judgement or order of any court or arbitral panel of competent jurisdiction which case may be issued and which directs the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHLbe. (cd) Upon the transfer and/or release delivery of all of the Escrow Shares by the Escrow Agent in accordance with the terms of this Agreement (including Section 3(b))and instructions, this Agreement shall terminate, subject to the provisions of Section 76. (de) Prior For the purposes of this Agreement, “Final Order” means a final and nonappealable judgment, award or order of a court of competent jurisdiction (an “Order”), which Order is delivered to any distribution of the Escrow Shares to any of the Indemnitees pursuant to an Instruction, (i) LPHL shall execute a stock power substantially in the form attached hereto as Annex A, and (ii) Parent shall provide, at Parent’s cost and expense, the Escrow Agent with an opinion accompanied by a written instruction from Parent or the Securityholder Representative (as applicable) given to effectuate such Order and confirming that such Order is final, nonappealable and issued by a court of counsel, in a form reasonably acceptable to the Escrow Agentcompetent jurisdiction, and an officer’s certificate, duly executed by an authorized officer of Parent, to confirm that the Escrow Shares can be transferred to the Indemnitees without registration under applicable Federal and state securities laws or that an effective registration statement covering the issuance or resale of the Escrow Shares is effective. If Parent is unable to provide the Escrow Agent with such requested opinions or certificates, the Escrow Agent shall not transfer be entitled to conclusively rely upon any of such confirmation and instruction and shall have no responsibility to review the Escrow Shares pursuant Order to an Instruction which such confirmation and shall, instead, retain such Escrow Shares until Parent is able to deliver the opinions and certificates reasonably required by the Escrow Agentinstruction refers.

Disposition and Termination. (a) The Escrow Shares shall serve as a source of payment for the Pre-Closing Company Shareholders in the event that the Company reaches certain Milestone Events after the Closing of the Merger Agreement. Claims for the release of the Escrow Shares by Pre-Closing Company Shareholders shall be referred to as “Earnout Escrow Claims”. For the avoidance of doubt, Earnout Escrow Claims shall be asserted and resolved solely as set forth in the Merger Agreement, subject to the time periods and other restrictions set forth therein. The Company shall notify the other parties and the Escrow Agent in writing of the occurrence of any Milestone Event under the Merger Agreement, and any Earnout Escrow Claims resulting therefrom (“Earnout Escrow Notice”) and, promptly after the receipt of such Earnout Escrow Notice (but in any event no later than two (2) Business Days thereafter), the Company and the Earnout Group Representative shall execute and deliver to the Escrow Agent a Joint Written Instruction (as defined below) with respect to the release of the number of Escrow Shares specified in such applicable Earnout Escrow Notice pursuant to the following sentence. In its Earnout Escrow Notice, the Company shall provide a calculation of the number of Escrow Shares due to the Pre-Closing Company Shareholders in accordance with the Merger Agreement. The Escrow Agent shall administer have no duty to determine whether any Earnout Escrow Notice accurately describes an Earnout Escrow Claim or conforms to or is permitted under by or by virtue of the Merger Agreement, but shall be entitled to assume conclusively and without inquiry that any such Earnout Escrow Notice satisfies the requirements of the Merger Agreement and this Agreement. The Escrow Agent shall not distribute all or a portion of the Escrow Shares except in accordance with Section 4(b). (b) Within five (5) Business Days after receipt of either (i) a joint written instruction in the form attached hereto as Exhibit A signed by each of the Company and the Earnout Group Representative (a “Joint Written Instruction”) or (ii) a Final Order (as defined below), a copy of which shall be simultaneously provided to the other parties hereto, in each case specifying the amount of Escrow Shares asserted by the Company for such Earnout Escrow Claim, the Escrow Agent shall disburse the portion of the Escrow Shares to such parties as provided in the Joint Written Instruction or Final Order, as the case may be. Any Joint Written Instruction shall contain all requisite information needed by the Escrow Agent in order to distribute the Escrow Shares in accordance with joint written instructions provided this Agreement, including names, addresses, number of shares, and any other information requested by Parent and LPHL to the Escrow Agent from time to time (an “Instruction”) directing Agent. For the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, as set forth in such Instruction, to either the Indemnitees or to LPHL. Subject to sub-paragraph (b) belowavoidance of doubt, the Escrow Agent shall make distributions of the Escrow Shares only in accordance with an a Joint Written Instruction and only to the Indemnitees or to LPHLFinal Order. (bc) Subject Within ten (10) Business Days after the Release Date, the Company and the Securityholder Representative shall deliver a Joint Written Instruction to the terms Escrow Agent, instructing the Escrow Agent to return/disburse to the Company the number of this Section 3(bEscrow Shares, if greater than zero, equal to (i) the number of Escrow Shares left in escrow less (ii) any Escrow Shares that are subject to an Earnout Escrow Claim with respect to which the Escrow Agent shall have received an Earnout Escrow Notice prior to the Release Date, but which remains unresolved or unsatisfied as of such date (the “Disputed Amount”), on December 21, 2019. With respect to any Disputed Amounts, the Escrow Agent shall release all remaining Escrow Shares continue to LPHL. Notwithstanding the foregoing, if Parent has notified the Escrow Agent that it has made a claim pursuant to the Underlying Agreement prior to 11:59 p.m., Eastern Time, on December 21, 2019 (the “Escrow Termination Date”), which has not been resolved prior to the Escrow Termination Date, the Escrow Agent shall retain the Escrow Shares until it has received (i) an Instruction directing the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHL or (ii) evidence of a final non appealable judgement or order of any court or arbitral panel of competent jurisdiction which may be issued and which directs the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHL. (c) Upon the transfer and/or release of all of the Escrow Shares by the Escrow Agent hold such amounts in escrow in accordance with the terms of this Agreement (including Section 3(b))until the resolution of such underlying Earnout Escrow Claims. Such Disputed Amounts, this Agreement once resolved, shall terminate, subject to the provisions of Section 7. (d) Prior to any distribution of the Escrow Shares to any of the Indemnitees pursuant to an Instruction, (i) LPHL shall execute a stock power substantially in the form attached hereto as Annex A, and (ii) Parent shall provide, at Parent’s cost and expense, be disbursed by the Escrow Agent with an opinion pursuant to Section 4(b) of counsel, in a form reasonably acceptable this Agreement or returned/disbursed to the Escrow Agent, and an officer’s certificate, duly executed by an authorized officer of Parent, to confirm that the Escrow Shares can be transferred to the Indemnitees without registration under applicable Federal and state securities laws or that an effective registration statement covering the issuance or resale of the Escrow Shares is effective. If Parent is unable to provide the Escrow Agent with such requested opinions or certificates, the Escrow Agent shall not transfer any of the Escrow Shares Company pursuant to an Instruction this Section 4(c), as the case may be. For the purposes of this Agreement, “Release Date” means the date that is ten (10) Business Days following the filing with the U.S. Securities and shall, instead, retain such Escrow Shares until Parent is able to deliver the opinions and certificates reasonably required Exchange Commission by the Escrow AgentCompany of an Annual Report on Form 20-F for the fiscal year ended March 31, 2026.

Disposition and Termination. (a) The Escrow Agent shall administer As soon as practicable (but no later than three business days) after the Escrow Shares in accordance with joint written instructions provided by Parent and LPHL to date that is nine months following the Escrow Agent from time to time (an “Instruction”) directing the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, as set forth in such Instruction, to either the Indemnitees or to LPHL. Subject to sub-paragraph (b) below, the Escrow Agent shall make distributions of the Escrow Shares only in accordance with an Instruction and only to the Indemnitees or to LPHL. (b) Subject to the terms date of this Section 3(b), on December 21, 2019, the Escrow Agent shall release all remaining Escrow Shares to LPHL. Notwithstanding the foregoing, if Parent has notified the Escrow Agent that it has made a claim pursuant to the Underlying Agreement prior to 11:59 p.m., Eastern Time, on December 21, 2019 (the “Indemnification Escrow Termination Date”), which has Purchaser and one or both of the Stockholder Representatives shall direct the Escrow Agent by joint written notice to release the remaining portion of the Indemnification Escrow Asset less any Reserved Portion (as defined herein) to the “Exchange Agent” (as defined in the Merger Agreement) for distribution to the Shareholders in accordance with written instructions provided by one or both of the Stockholder Representatives to the Exchange Agent. Any Reserved Portion shall continue to be held in escrow under this Agreement by the Escrow Agent until the claims contained in any Claim Notice(s) applicable to the Indemnification Escrow Asset described in Section 3(d) below become resolved, even if such claims have not been finally resolved prior to the Indemnification Escrow Termination Date. After the Indemnification Escrow Termination Date, the Escrow Agent shall retain only release all or any amount of the Reserved Portion of the Indemnification Escrow Asset to Purchaser or the Shareholders or Executives in accordance with Section 3(g) hereof. (b) As soon as practicable (but no later than three business days) after the date of the final disposition of any shareholder action or appraisal proceeding that is the subject of an indemnification claim pursuant to Sections 9.02(iii) or (iv) of the Merger Agreement (the “Litigation Escrow Termination Date”), Purchaser and one or both of the Stockholder Representatives shall direct the Escrow Shares until it Agent by joint written notice to release the remaining portion of the Litigation Escrow Asset to the Exchange Agent for distribution to the Shareholders in accordance with written instructions provided by one or both of the Stockholder Representatives to the Exchange Agent. (c) If and to the extent any Executive earns the right to receive any portion of the Retention Escrow Asset in accordance with the terms of the Retention Agreement to which such Executive is a party, Purchaser and one or both of the Stockholder Representatives shall direct the Escrow Agent by joint written notice to release a portion of the Retention Escrow Asset determined in accordance with such Retention Agreement to such Executive in accordance with such joint written notice. If and to the extent any Executive’s right to receive any portion of the Retention Escrow Asset is forfeited in accordance with the terms of the Retention Agreement to which such Executive is a party, Purchaser and one or both of the Stockholder Representatives shall direct the Escrow Agent by joint written notice to release a portion of the Retention Escrow Asset determined in accordance with such Retention Agreement to the Exchange Agent for distribution to the Shareholders in accordance with written instructions provided by one or both of the Stockholder Representatives to the Exchange Agent. (d) Notwithstanding anything in this Agreement to the contrary, if on or before the Indemnification Escrow Termination Date or Litigation Escrow Termination Date, as applicable, the Escrow Agent has received from Purchaser a notice (a “Claim Notice”) specifying in reasonable detail the nature and basis for a claim for a working capital adjustment in accordance with Section 3.03 of the Merger Agreement or a claim for indemnification pursuant to Sections 9.02 of the Merger Agreement (as defined below), whether such claim applies to the Indemnification Escrow Asset (in the case of claims pursuant to Sections 9.02(i) or (ii) of the Merger Agreement) or the Litigation Escrow Asset (in the case of claims pursuant to Sections 9.02(iii) or (iv) of the Merger Agreement), and the dollar amount of the claim, or if such amount is unknown, Purchaser’s good faith reasonable estimate of the dollar amount of such claim, in each case also expressed as a number of shares of Purchaser Common Stock calculated by dividing such dollar amount by $[•]1 (the “Claimed Amount”), then the Escrow Agent shall continue to keep in the Indemnification Escrow Asset or the Litigation Escrow Asset, as applicable, an amount of shares equal to the Claimed Amount set forth in such Claim Notice(s) (the “Reserved Portion”) until such Claimed Amount is resolved as provided herein. For the avoidance of doubt, the preceding sentence shall survive the Indemnification Escrow Termination Date and the Litigation Escrow Termination Date. In any Claim Notice, Purchaser shall, in reasonable detail to the extent possible, cite the nature of the claim, the section(s) of the Merger Agreement supporting its claim, and facts and circumstances supporting its claim. (e) At the time of delivery of any Claim Notice to the Escrow Agent, a duplicate copy of such Claim Notice shall be delivered by the Purchaser to the Stockholder Representatives in accordance with the notice provisions contained in the Merger Agreement. (f) Unless one or both of the Stockholder Representatives delivers to the Escrow Agent a notice objecting in good faith to the creation of the Reserved Portion (or any amount thereof), or the claim contained in the Claim Notice (the “Contest Notice”) within twenty (20) calendar days of the Stockholder Representatives receiving the relevant Claim Notice pursuant to Section 3(d) hereof, the Escrow Agent shall, without further instructions, promptly return that portion of the Indemnification Escrow Asset or the Litigation Escrow Asset, as applicable, equal to the Claimed Amount as set forth in such Claim Notice and deliver such Purchaser Common Stock to Purchaser after prior written notice to the Stockholder Representatives. Escrow Agent shall continue to hold in escrow any contested Claimed Amount until release is otherwise authorized pursuant to Section 3(g) hereof. If any Contest Notice includes an objection to only a portion of a Claimed Amount, the Escrow Agent shall promptly release to Purchaser an amount from the Indemnification Escrow Asset or the Litigation Escrow Asset, as applicable, equal to the portion of the Claimed Amount in relation to which there is no objection after prior written notice to the Stockholder Representatives. (g) In the event that the Stockholder Representatives shall deliver a Contest Notice in accordance with Section 3(f) hereof, the Escrow Agent shall make payment with respect any Claimed Amount subject to such Contest Notice only in accordance with: (i) any joint written instructions executed by one or both of the Stockholder Representatives and Purchaser; or (ii) a written notification from Purchaser or one or both of the Stockholder Representatives of a final and non-appealable decision, order, judgment or decree of a court of competition jurisdiction or an Instruction directing arbitrator, which notification shall attach a copy of such final and non-appealable decision, order, judgment or decree (a “Final Order”). The Escrow Agent shall be entitled to rely on any such joint written instructions or Final Order and upon receipt thereof shall promptly liquidate and distribute that portion of the remaining Indemnification Escrow Asset or the Litigation Escrow Asset, as applicable, as instructed in such joint written instructions or Final Order. (h) Notwithstanding anything to the contrary in this Agreement, if the Escrow Agent receives joint written instructions from one or both of the Stockholder Representatives and Purchaser, or their respective successors or assigns, as to transfer or release the disbursement of the Escrow Shares, Asset or any portion thereof, to either the Indemnitees or to LPHL or (ii) evidence of a final non appealable judgement or order of any court or arbitral panel of competent jurisdiction which may be issued and which directs the Escrow Agent shall disburse the Indemnification Escrow Asset or the Litigation Escrow Asset, as applicable, pursuant to transfer or release such joint written instructions. The Escrow Agent shall have no obligation to follow any directions set forth in any joint written instructions unless and until the Escrow SharesAgent is satisfied, or any portion thereofin its reasonable discretion, that the persons executing said joint written instructions are authorized to either the Indemnitees or to LPHLdo so. (ci) Upon the transfer and/or release delivery of any and all of the remaining Escrow Shares Asset by the Escrow Agent in accordance with the terms and conditions of this Agreement (including Section 3(b))Agreement, this Agreement shall terminate, subject to the provisions of Section 7. (d) Prior to any distribution of the Escrow Shares to any of the Indemnitees pursuant to an Instruction, (i) LPHL shall execute a stock power substantially in the form attached hereto as Annex A, and (ii) Parent shall provide, at Parent’s cost and expense, the Escrow Agent with an opinion of counsel, in a form reasonably acceptable to the Escrow Agent, and an officer’s certificate, duly executed by an authorized officer of Parent, to confirm that the Escrow Shares can be transferred to the Indemnitees without registration under applicable Federal and state securities laws or that an effective registration statement covering the issuance or resale of the Escrow Shares is effective. If Parent is unable to provide the Escrow Agent with such requested opinions or certificates, the Escrow Agent shall not transfer any of the Escrow Shares pursuant to an Instruction and shall, instead, retain such Escrow Shares until Parent is able to deliver the opinions and certificates reasonably required by the Escrow Agent.

Disposition and Termination. (a) The Subject to Rule 10b-9 (17 CFR 240) of the Securities and Exchange Act of 1934, as amended, if after a Subscriber’s funds have been deposited into the Escrow Account and the Co-Issuers notify the Escrow Agent in writing that it has rejected such subscription, the Company and Placement Agent shall provide to the Escrow Agent any information necessary to return such Subscriber’s funds to the Subscriber. Upon receipt of any such necessary information the Escrow Agent shall administer promptly return such funds to the applicable Subscriber. After a minimum of $500,000 has been deposited into the Escrow Shares in accordance with joint Account (“Minimum Offering”), the Escrow Agent shall periodically transfer to the Sponsor Escrowed Funds pursuant to standing written instructions provided by Parent from both the Issuer and LPHL to the Placement Agent as agreed among the Co-Issuers, the Placement Agent and the Escrow Agent from time to time (an “Instruction”) directing time. The Escrow agent will not transfer funds to the Escrow Agent Sponsor until the Minimum Offering has been met. Prior to transfer or release the Escrow Shares, or any portion thereof, as set forth in such Instruction, to either the Indemnitees or to LPHL. Subject to sub-paragraph (b) below, the Escrow Agent shall make distributions disbursement of the Escrow Shares only Escrowed Funds to the Sponsor in accordance with an Instruction and only to the Indemnitees or to LPHL. (b) Subject to the terms of this Section 3(b), on December 21, 2019Offering, the Escrow Agent shall release all remaining Escrow Shares Sponsor will not be entitled to LPHL. Notwithstanding the foregoing, if Parent has notified any principal funds received into the Escrow Account. If the Co-Issuers and Placement Agent that it has made a claim pursuant to the Underlying Agreement prior to 11:59 p.m.do not raise $1,000,000 within 12 months of December ___, Eastern Time, on December 21, 2019 2020 (the “Escrow Termination Date”), which has not been resolved prior the Offering will be terminated, and the Escrow Agent will promptly return all amounts in the Escrow Account to the Subscribers and close the Escrow Termination DateAccount and the Co-Issuers will release all Subscribers from their commitments. (b) Notwithstanding anything to the contrary in this Agreement, if the Escrow Agent receives joint written instructions from Co-Issuers and Placement Agent, or their respective successors or assigns, as to the disbursement of the Fund, the Escrow Agent shall retain disburse the Escrow Shares Fund pursuant to such joint written instructions. The Escrow Agent shall have no obligation to follow any directions set forth in any joint written instructions unless and until it has received (i) an Instruction directing the Escrow Agent is satisfied, in its sole discretion, that the persons executing said joint written instructions are authorized to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHL or (ii) evidence of a final non appealable judgement or order of any court or arbitral panel of competent jurisdiction which may be issued and which directs the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHLdo so. (c) Upon Notwithstanding anything to the transfer and/or release of all of contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance in the Fund, the Escrow Shares Agent shall release the balance in the Fund and shall have no liability or responsibility to the Co-Issuers for any deficiency. (d) Upon delivery of any and all remaining balance in the Fund by the Escrow Agent in accordance with the terms of this Agreement (including Section 3(b))Agent, this Agreement shall terminate, subject to the provisions of Section 78. (d) Prior to any distribution of the Escrow Shares to any of the Indemnitees pursuant to an Instruction, (i) LPHL shall execute a stock power substantially in the form attached hereto as Annex A, and (ii) Parent shall provide, at Parent’s cost and expense, the Escrow Agent with an opinion of counsel, in a form reasonably acceptable to the Escrow Agent, and an officer’s certificate, duly executed by an authorized officer of Parent, to confirm that the Escrow Shares can be transferred to the Indemnitees without registration under applicable Federal and state securities laws or that an effective registration statement covering the issuance or resale of the Escrow Shares is effective. If Parent is unable to provide the Escrow Agent with such requested opinions or certificates, the Escrow Agent shall not transfer any of the Escrow Shares pursuant to an Instruction and shall, instead, retain such Escrow Shares until Parent is able to deliver the opinions and certificates reasonably required by the Escrow Agent.

Disposition and Termination. (a) The Subject to Rule 10b-9 (17 CFR 240) of the Securities and Exchange Act of 1934, as amended, if after a Subscriber’s funds have been deposited into the Escrow Account and the Co-Issuers notify the Escrow Agent in writing that it has rejected such subscription, the Company and Placement Agent shall provide to the Escrow Agent any information necessary to return such Subscriber’s funds to the Subscriber. Upon receipt of any such necessary information the Escrow Agent shall administer promptly return such funds to the applicable Subscriber. After a minimum of $[●] has been deposited into the Escrow Shares in accordance with joint Account (“Minimum Offering”), the Escrow Agent shall periodically transfer to the Sponsor Escrowed Funds pursuant to standing written instructions provided by Parent from both the Issuer and LPHL to the Placement Agent as agreed among the Co-Issuers, the Placement Agent and the Escrow Agent from time to time (an “Instruction”) directing time. The Escrow agent will not transfer funds to the Escrow Agent Sponsor until the Minimum Offering has been met. Prior to transfer or release the Escrow Shares, or any portion thereof, as set forth in such Instruction, to either the Indemnitees or to LPHL. Subject to sub-paragraph (b) below, the Escrow Agent shall make distributions disbursement of the Escrow Shares only Escrowed Funds to the Sponsor in accordance with an Instruction and only to the Indemnitees or to LPHL. (b) Subject to the terms of this Section 3(b), on December 21, 2019Offering, the Escrow Agent shall release all remaining Escrow Shares Sponsor will not be entitled to LPHL. Notwithstanding the foregoing, if Parent has notified any principal funds received into the Escrow Account. If the Co-Issuers and Placement Agent that it has made a claim pursuant to the Underlying Agreement prior to 11:59 p.m.do not raise $3,580,000 by _______, Eastern Time, on December 21, 2019 2023 (the “Escrow Termination Date”), which has not been resolved prior the Offering will be terminated, and the Escrow Agent will promptly return all amounts in the Escrow Account to the Subscribers and close the Escrow Termination DateAccount and the Co-Issuers will release all Subscribers from their commitments. (b) Notwithstanding anything to the contrary in this Agreement, if the Escrow Agent receives joint written instructions from Co-Issuers and Placement Agent, or their respective successors or assigns, as to the disbursement of the Fund, the Escrow Agent shall retain disburse the Escrow Shares Fund pursuant to such joint written instructions. The Escrow Agent shall have no obligation to follow any directions set forth in any joint written instructions unless and until it has received (i) an Instruction directing the Escrow Agent is satisfied, in its sole discretion, that the persons executing said joint written instructions are authorized to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHL or (ii) evidence of a final non appealable judgement or order of any court or arbitral panel of competent jurisdiction which may be issued and which directs the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHLdo so. (c) Upon Notwithstanding anything to the transfer and/or release of all of contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance in the Fund, the Escrow Shares Agent shall release the balance in the Fund and shall have no liability or responsibility to the Co-Issuers for any deficiency. (d) Upon delivery of any and all remaining balance in the Fund by the Escrow Agent in accordance with the terms of this Agreement (including Section 3(b))Agent, this Agreement shall terminate, subject to the provisions of Section 78. (d) Prior to any distribution of the Escrow Shares to any of the Indemnitees pursuant to an Instruction, (i) LPHL shall execute a stock power substantially in the form attached hereto as Annex A, and (ii) Parent shall provide, at Parent’s cost and expense, the Escrow Agent with an opinion of counsel, in a form reasonably acceptable to the Escrow Agent, and an officer’s certificate, duly executed by an authorized officer of Parent, to confirm that the Escrow Shares can be transferred to the Indemnitees without registration under applicable Federal and state securities laws or that an effective registration statement covering the issuance or resale of the Escrow Shares is effective. If Parent is unable to provide the Escrow Agent with such requested opinions or certificates, the Escrow Agent shall not transfer any of the Escrow Shares pursuant to an Instruction and shall, instead, retain such Escrow Shares until Parent is able to deliver the opinions and certificates reasonably required by the Escrow Agent.

Disposition and Termination. (a) The Escrow Agent shall administer Depositor and the Escrow Shares in accordance with joint written instructions provided by Parent and LPHL Issuer agree to jointly notify the Escrow Agent from time to time in writing of (an i) the initial closing date of the offering (the “InstructionInitial Closing Date”) directing and (ii) the Escrow Agent to transfer second closing date (the “Second Closing Date”); or release if the Escrow SharesOffering has been terminated (either in whole or for a particular subscriber) either before or after the Initial Closing Date. Upon receipt of such written notification the following procedure will take place: (i) Upon receipt of written notification of the Initial Closing Date, or any portion thereof, as set forth in such Instruction, to either the Indemnitees or to LPHL. Subject to sub-paragraph One Million Nine Hundred Thousand Dollars (b$1,900,000) below, the Escrow Agent shall make distributions of the Escrow Shares only in accordance with an Instruction and only Fund will be promptly paid to or credited to the Indemnitees accounts of, or otherwise transferred to, the Issuer pursuant to LPHLthe joint-instructions from the Issuer and the Depositor. (bii) Subject Upon receipt of written notification of the Second Closing Date, any and all funds remaining in the Escrow Fund after the Initial Closing Date will be promptly paid to or credited to the terms of this Section 3(b)accounts of, on December 21, 2019or otherwise transferred to, the Escrow Agent shall release all remaining Escrow Shares to LPHL. Notwithstanding the foregoing, if Parent has notified the Escrow Agent that it has made a claim Issuer pursuant to the Underlying Agreement prior to 11:59 p.m., Eastern Time, on December 21, 2019 joint-instructions from the Issuer and the Depositor. (iii) Upon receipt of written notification that the “Escrow Termination Date”Offering is terminated (either in whole or only for a particular subscriber), which has not been resolved prior to either before or after the Escrow Termination Initial Closing Date, the Escrow Agent shall retain be provided with a list containing the Escrow Shares until it has amount received (i) an Instruction directing from each subscriber whose funds have been deposited with the Escrow Agent to transfer or release and remain in the Escrow SharesFund (with respect to each subscriber the “Subscriber Investment Amount”) and the name, or any portion thereof, to either the Indemnitees or to LPHL or address and Taxpayer Identification Number (ii“TIN”) evidence of a final non appealable judgement or order of any court or arbitral panel of competent jurisdiction which may be issued and which directs the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHL. (c) Upon the transfer and/or release each such subscriber. The aggregate of all Subscriber Investment Amounts shall not exceed the amount of the Escrow Shares Fund at the time of the Escrow Agent’s receipt of such notice. The Escrow Agent shall distribute to each subscriber the appropriate Subscriber Investment Amount pursuant to joint written instructions of the Issuer and Depositor within 10 days of receipt of the information described in this Section 4(iii). Upon full delivery of the Escrow Fund to the Issuer or the subscribers as the case may be, by the Escrow Agent in accordance with the terms of this Agreement (including Section 3(b))Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 78. (d) Prior to any distribution of the Escrow Shares to any of the Indemnitees pursuant to an Instruction, (i) LPHL shall execute a stock power substantially in the form attached hereto as Annex A, and (ii) Parent shall provide, at Parent’s cost and expense, the Escrow Agent with an opinion of counsel, in a form reasonably acceptable to the Escrow Agent, and an officer’s certificate, duly executed by an authorized officer of Parent, to confirm that the Escrow Shares can be transferred to the Indemnitees without registration under applicable Federal and state securities laws or that an effective registration statement covering the issuance or resale of the Escrow Shares is effective. If Parent is unable to provide the Escrow Agent with such requested opinions or certificates, the Escrow Agent shall not transfer any of the Escrow Shares pursuant to an Instruction and shall, instead, retain such Escrow Shares until Parent is able to deliver the opinions and certificates reasonably required by the Escrow Agent.

Disposition and Termination. (a) The Escrow Agent shall administer the Escrow Escrowed Sponsor Shares in accordance with joint written instructions provided by Parent and LPHL Purchaser Sponsor to the Escrow Agent from time to time (an “Instruction”) directing the Escrow Agent to transfer pay or release the Escrow Escrowed Sponsor Shares, or any portion thereof, as set forth in such Instruction, to either the Indemnitees or to LPHL. Subject to sub-paragraph (b) below, the The Escrow Agent shall make distributions of the Escrow Escrowed Sponsor Shares only in accordance with an Instruction, which Instruction and only shall comport to the Indemnitees or to LPHL.requirements set forth below: (bi) Subject During the period between the date of Closing but on or prior to the fifth (5th) anniversary of Closing (the “Escrow Period”), subject to the terms and conditions set forth herein and in the Purchase Agreement: (A) Upon the earlier to occur of this Section 3(b)(such occurrence, on December 21a “Trigger Event”) (x) the volume weighted-average per-share trading price of Common Stock being at or above $20.00 per share for twenty (20) trading days in any thirty (30)-day continuous trading period during the Escrow Period, 2019(y) a Change in Control, and (z) the expiration of the Escrow Period, the Escrow Agent shall release all remaining Escrow the Escrowed Sponsor Shares to LPHL. Notwithstanding Purchaser Sponsor from the foregoingSponsor Escrow; provided, if Parent has notified that in the Escrow Agent case of a Trigger Event that it has made is a claim pursuant to the Underlying Agreement prior to 11:59 p.m., Eastern Time, on December 21, 2019 (the “Escrow Termination Date”), which has not been resolved prior to the Escrow Termination DateChange in Control, the Escrow Agent shall retain release the Escrow Escrowed Sponsor Shares until it has received immediately prior to the consummation of such Change in Control). (iii) an Instruction directing In no event will the Escrow Agent to transfer or release make any distribution of the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHL or (ii) evidence Escrowed Sponsor Shares unless such Instruction is signed by both an authorized representative designated in Exhibit 1 of a final non appealable judgement or order of any court or arbitral panel of competent jurisdiction which may be issued Purchaser and which directs the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHLPurchaser Sponsor. (cb) Upon the transfer and/or release delivery of all of the Escrow Escrowed Sponsor Shares by the Escrow Agent in accordance with the terms of this Agreement (including this Section 3(b)3), this Agreement shall terminate, subject to terminate (the provisions period of Section 7. (d) Prior to any distribution time commencing on the date hereof until the termination of the Escrow Shares to any of the Indemnitees pursuant to an Instruction, (i) LPHL shall execute a stock power substantially in the form attached hereto as Annex A, and (ii) Parent shall provide, at Parent’s cost and expensethis Agreement, the Escrow Agent with an opinion of counsel, in a form reasonably acceptable to the Escrow Agent, and an officer’s certificate, duly executed by an authorized officer of Parent, to confirm that the Escrow Shares can be transferred to the Indemnitees without registration under applicable Federal and state securities laws or that an effective registration statement covering the issuance or resale of the Escrow Shares is effective. If Parent is unable to provide the Escrow Agent with such requested opinions or certificates, the Escrow Agent shall not transfer any of the Escrow Shares pursuant to an Instruction and shall, instead, retain such Escrow Shares until Parent is able to deliver the opinions and certificates reasonably required by the Escrow Agent“Effective Period”).

Disposition and Termination. 8.1 The Securities, together with any dividends or distributions or other income paid or otherwise accruing to the Securities during the time such Escrow Shares are held in escrow, as of the relevant date (acollectively, the “Earnings”), shall be released to the Pre-Closing SVH Shareholders in the event that the Company reaches the Milestone Events as set forth in the Merger Agreement. Claims for the release of the Escrow Shares (and any Earnings thereon) by Pre-Closing SVH Shareholders shall be referred to as “Earnout Escrow Claims”. For the avoidance of doubt, Earnout Escrow Claims shall be asserted and resolved solely as set forth in the Merger Agreement, subject to the time periods and other restrictions set forth therein. The Company shall notify the Company Stockholder Representative and the Escrow Agent in writing of the occurrence of any Milestone Event under the Merger Agreement, and any Earnout Escrow Claims resulting therefrom (“Earnout Escrow Notice”) and, promptly after the receipt of such Earnout Escrow Notice, the Company and the Company Stockholder Representative shall execute and deliver to the Escrow Agent a Joint Written Instruction (as defined below) with respect to the release of the number of Securities specified in such applicable Earnout Escrow Notice, together with any Earnings thereon. The Escrow Agent shall administer the Escrow Shares Securities in accordance with joint written instructions provided by Parent and LPHL such Joint Written Instruction to the Escrow Agent from time to time (an “Instruction”) directing the Escrow Agent to transfer or release the Escrow SharesSecurities, or any portion thereof, together with any Earnings thereon, as set forth in such Instruction. The Escrow Agent shall not distribute all or a portion of the Securities or the Earnings thereon except in accordance with Section 8.2. 8.2 Within five (5) Business Days after receipt of a joint written instruction in the form attached hereto as Exhibit A signed by each of the Company and the Company Stockholder Representative (a “Joint Written Instruction”) specifying the amount of Securities asserted by the Company for such Earnout Escrow Claim, the Escrow Agent shall disburse the portion of the Securities and any Earnings thereon to either such parties as provided in the Indemnitees or Joint Written Instruction. Any Joint Written Instruction shall contain all requisite information needed by the Escrow Agent in order to LPHLdistribute the Escrow Shares and any Earnings thereon in accordance with this Agreement, including names, addresses, number of shares, and any other information requested by the Escrow Agent. Subject to sub-paragraph (b) belowFor the avoidance of doubt, the Escrow Agent shall make distributions of the Escrow Shares and any Earnings thereon only in accordance with an a Joint Written Instruction. 8.3 Within ten (10) Business Days after the Release Date (as defined below), the Company and the Company Stockholder Representative shall deliver a Joint Written Instruction and only to the Indemnitees or Escrow Agent, instructing the Escrow Agent to LPHL. (b) Subject return/disburse to the terms Company the number of this Section 3(bSecurities (together with any Earnings thereon), on December 21if greater than zero, 2019equal to (i) the number of Securities left in escrow and any Earnings thereon less (ii) any Securities that are subject to an Earnout Escrow Claim with respect to which the Escrow Agent shall have received an Earnout Escrow Notice prior to the Release Date, together with any Earnings thereon, but which remains unresolved or unsatisfied as of such date (the “Disputed Amounts”). With respect to any Disputed Amounts, the Escrow Agent shall release all remaining Escrow Shares continue to LPHL. Notwithstanding the foregoing, if Parent has notified the Escrow Agent that it has made a claim pursuant to the Underlying Agreement prior to 11:59 p.m., Eastern Time, on December 21, 2019 (the “Escrow Termination Date”), which has not been resolved prior to the Escrow Termination Date, the Escrow Agent shall retain the Escrow Shares until it has received (i) an Instruction directing the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHL or (ii) evidence of a final non appealable judgement or order of any court or arbitral panel of competent jurisdiction which may be issued and which directs the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHL. (c) Upon the transfer and/or release of all of the Escrow Shares by the Escrow Agent hold such amounts in escrow in accordance with the terms of this Agreement (including Section 3(b))until the resolution of such underlying Earnout Escrow Claims. Such Disputed Amounts, this Agreement once resolved, shall terminate, subject to the provisions of Section 7. (d) Prior to any distribution of the Escrow Shares to any of the Indemnitees pursuant to an Instruction, (i) LPHL shall execute a stock power substantially in the form attached hereto as Annex A, and (ii) Parent shall provide, at Parent’s cost and expense, be disbursed by the Escrow Agent with an opinion pursuant to Section 8.2 of counsel, in a form reasonably acceptable this Agreement or returned/disbursed to the Escrow Agent, and an officer’s certificate, duly executed by an authorized officer of Parent, to confirm that the Escrow Shares can be transferred to the Indemnitees without registration under applicable Federal and state securities laws or that an effective registration statement covering the issuance or resale of the Escrow Shares is effective. If Parent is unable to provide the Escrow Agent with such requested opinions or certificates, the Escrow Agent shall not transfer any of the Escrow Shares Company pursuant to an Instruction this Section 8.3, as the case may be. For the purposes of this Agreement, “Release Date” means the date that is ten (10) Business Days following the filing with the U.S. Securities and shall, instead, retain such Escrow Shares until Parent is able to deliver the opinions and certificates reasonably required Exchange Commission by the Escrow AgentCompany of an Annual Report on Form 20-F for the fiscal year ended March 31, 2026.

Disposition and Termination. (a) The Amounts in the Expenses Escrow Agent Fund shall administer be released to the Escrow Shares Stockholders’ Representative in accordance with joint written instructions provided by Parent the terms and LPHL conditions of the Merger Agreement at such times and to the Escrow Agent such persons or entities as are designated from time to time (an “Instruction”) directing by the Stockholders’ Representative in writing to the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, as set forth in such Instruction, to either the Indemnitees or to LPHL. Subject to sub-paragraph (b) below, the Escrow Agent shall make distributions of the Escrow Shares only in accordance with an Instruction and only to the Indemnitees or to LPHLAgent. (b) Subject Within three (3) Business Days after the final determination of the Merger Consideration Adjustment in accordance with the Merger Agreement, the Parent and the Stockholders’ Representative shall submit a joint written instruction to the terms of this Section 3(b)Escrow Agent with respect to the NWC Escrow Fund, on December 21, 2019, and the Escrow Agent shall release all remaining Escrow Shares to LPHL. Notwithstanding promptly, but in any event within three (3) Business Days after the foregoing, if Parent has notified joint written instruction is received by the Escrow Agent Agent, disburse the NWC Escrow Fund in accordance with such joint written instruction. (c) As soon as practicable (but no later than three (3) Business Days) after the date that it has made a claim pursuant to twelve (12) months following the Underlying date of this Agreement prior to 11:59 p.m., Eastern Time, on December 21, 2019 (the “Escrow Termination Date”), which has the Escrow Agent shall release to the Stockholders’ Representative all remaining amounts of the Indemnity Escrow Fund less any Reserved Portion (as defined herein) as provided in a joint written instruction to the Escrow Agent from the Parties. Any Reserved Portion shall continue to be held in escrow under this Agreement by the Escrow Agent until the claims contained in any Claim Notice(s) described in Section 4(d) below become resolved, even if such claims have not been finally resolved prior to the Escrow Termination Date. After the Escrow Termination Date, the Escrow Agent shall retain only release all or any amount of the Reserved Portion to Parent or Stockholders’ Representative from the Indemnity Escrow Fund pursuant to a written instruction delivered in accordance with Section 4(h) hereof. (d) Notwithstanding anything in this Agreement to the contrary, if on or before the Escrow Shares until it has received (i) an Instruction directing Termination Date, the Escrow Agent has received from the Parent a notice (a “Claim Notice”) specifying in reasonable detail the nature and basis for a claim for indemnification or demand for payment pursuant to transfer or release the Escrow SharesMerger Agreement and the amount of the claim, or any portion thereofif such amount is unknown, to either Parent’s good faith reasonable estimate of the Indemnitees or to LPHL or amount of such claim (ii) evidence of a final non appealable judgement or order of any court or arbitral panel of competent jurisdiction which may be issued and which directs the “Claimed Amount”), then the Escrow Agent shall continue to transfer or release keep in escrow an amount equal to the Claimed Amount set forth in such Claim Notice(s) of the Indemnity Escrow Fund (the “Reserved Portion”) until such Claimed Amount is resolved as provided herein. For the avoidance of doubt, the preceding sentence shall survive the Escrow SharesTermination Date. In any Claim Notice, or any portion thereofParent shall, in reasonable detail to either the Indemnitees or to LPHLextent possible, cite the nature of the claim, the section(s) of the Merger Agreement supporting its claim, and facts and circumstances supporting its claim. (ce) Upon At the transfer and/or release time of all delivery of any Claim Notice to the Escrow Shares Agent, a duplicate copy of such Claim Notice shall be delivered by the Parent to the Stockholders’ Representative in accordance with the notice provisions contained in the Merger Agreement. (f) Unless the Stockholders’ Representative delivers to the Escrow Agent a notice objecting in good faith to the creation of the Reserved Portion (or any amount thereof), or the claim contained in the Claim Notice (the “Contest Notice”) within thirty (30) calendar days of the Stockholders’ Representative receiving the relevant Claim Notice pursuant to Section 4(e) hereof, the Escrow Agent shall, without further instructions, promptly liquidate that portion of the Indemnity Escrow Fund equal to the Claimed Amount as set forth in such Claim Notice and deliver such amount to the Parent. The Escrow Agent shall continue to hold in escrow any contested Claimed Amount until release is otherwise authorized pursuant to Section 4(g) hereof. If any Contest Notice includes an objection to only a portion of a Claimed Amount, the Escrow Agent shall promptly release to the Purcahse an amount from the Indemnity Escrow Fund equal to the portion of the Claimed Amount in relation to which there is no objection. (g) In the event that the Stockholders’ Representative shall deliver a Contest Notice in accordance with Section 4(f) hereof, the Stockholders’ Representative and the Parent shall resolve such dispute in accordance with the terms of the Merger Agreement. The Escrow Agent shall make payment with respect to any Claimed Amount subject to such Contest Notice only in accordance with: (i) any joint written instructions executed by both the Stockholders’ Representative and the Parent; or (ii) a joint written notification from the Parent and the Stockholders’ Representative of a final decision, order, judgment or decree of a court of competent jurisdiction or an arbitrator, which notification shall attach a copy of such final decision, order, judgment or decree (a “Final Order”). The Escrow Agent shall be entitled to rely on any such joint written instructions or Final Order and upon receipt thereof shall promptly liquidate and distribute that portion of the remaining the Indemnity Escrow Fund as instructed in such joint written instructions or Final Order. (h) Notwithstanding anything to the contrary in this Agreement Agreement, if the Escrow Agent receives joint written instructions from the Stockholders’ Representative and the Parent, or their respective successors or assigns, as to the disbursement of all or any part of the NWC Escrow Fund or the Indemnity Escrow Fund, the Escrow Agent shall disburse the applicable amount of the NWC Escrow Fund or the Indemnity Escrow Fund, as applicable, pursuant to such joint written instructions. The Escrow Agent shall have no obligation to follow any directions set forth in any joint written instructions unless and until the Escrow Agent is satisfied, in its sole discretion, that the persons executing said joint written instructions are authorized to do so. (including i) Notwithstanding anything to the contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance in the applicable Fund, the Escrow Agent shall release the balance in the respective Fund and shall have no liability or responsibility to the Parties for any deficiency, absent the gross negligence, bad faith or wiful misconduct of the Escrow Agent as set forth in Section 3(b5(b)). (j) Upon delivery of any and all remaining balances in the Funds by the Escrow Agent, this Agreement shall terminate, subject to the provisions of Section 78. (d) Prior to any distribution of the Escrow Shares to any of the Indemnitees pursuant to an Instruction, (i) LPHL shall execute a stock power substantially in the form attached hereto as Annex A, and (ii) Parent shall provide, at Parent’s cost and expense, the Escrow Agent with an opinion of counsel, in a form reasonably acceptable to the Escrow Agent, and an officer’s certificate, duly executed by an authorized officer of Parent, to confirm that the Escrow Shares can be transferred to the Indemnitees without registration under applicable Federal and state securities laws or that an effective registration statement covering the issuance or resale of the Escrow Shares is effective. If Parent is unable to provide the Escrow Agent with such requested opinions or certificates, the Escrow Agent shall not transfer any of the Escrow Shares pursuant to an Instruction and shall, instead, retain such Escrow Shares until Parent is able to deliver the opinions and certificates reasonably required by the Escrow Agent.

Disposition and Termination. (a) The Escrow Shares, together with any dividends or distributions or other income paid or otherwise accruing to the Escrow Shares during the time such Escrow Shares are held in escrow, as of the relevant date (collectively, the “Earnings”), shall be released to the Pre-Closing SVH Shareholders in the event that the Company reaches the Milestone Events as set forth in the Merger Agreement. Claims for the release of the Escrow Shares (and any Earnings thereon) by Pre-Closing SVH Shareholders shall be referred to as “Earnout Escrow Claims”. For the avoidance of doubt, Earnout Escrow Claims shall be asserted and resolved solely as set forth in the Merger Agreement, subject to the time periods and other restrictions set forth therein. The Company shall notify the Company Stockholder Representative and the Escrow Agent in writing of the occurrence of any Milestone Event under the Merger Agreement, and any Earnout Escrow Claims resulting therefrom (“Earnout Escrow Notice”) and, promptly after the receipt of such Earnout Escrow Notice, the Company and the Company Stockholder Representative shall execute and deliver to the Escrow Agent a Joint Written Instruction (as defined below) with respect to the release of the number of Escrow Shares specified in such applicable Earnout Escrow Notice, together with any Earnings thereon. The Escrow Agent shall administer the Escrow Shares in accordance with joint written instructions provided by Parent and LPHL such Joint Written Instruction to the Escrow Agent from time to time (an “Instruction”) directing the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, together with any Earnings thereon, as set forth in such Instruction, to either . The Escrow Agent shall not distribute all or a portion of the Indemnitees Escrow Shares or to LPHL. Subject to sub-paragraph the Earnings thereon except in accordance with Section 3(b). (b) belowWithin five (5) Business Days after receipt of a joint written instruction in the form attached hereto as Exhibit A signed by each of the Company and the Company Stockholder Representative (a “Joint Written Instruction”) specifying the amount of Escrow Shares asserted by the Company for such Earnout Escrow Claim, the Escrow Agent shall disburse the portion of the Escrow Shares and any Earnings thereon to such parties as provided in the Joint Written Instruction. Any Joint Written Instruction shall contain all requisite information needed by the Escrow Agent in order to distribute the Escrow Shares and any Earnings thereon in accordance with this Agreement, including names, addresses, number of shares, and any other information requested by the Escrow Agent. For the avoidance of doubt, the Escrow Agent shall make distributions of the Escrow Shares and any Earnings thereon only in accordance with an Instruction and only to the Indemnitees or to LPHLa Joint Written Instruction. (bc) Subject Within ten (10) Business Days after the Release Date, the Company and the Company Stockholder Representative shall deliver a Joint Written Instruction to the terms Escrow Agent, instructing the Escrow Agent to return/disburse to the Company the number of this Section 3(bEscrow Shares (together with any Earnings thereon), on December 21if greater than zero, 2019equal to (i) the number of Escrow Shares left in escrow and any Earnings thereon less (ii) any Escrow Shares that are subject to an Earnout Escrow Claim with respect to which the Escrow Agent shall have received an Earnout Escrow Notice prior to the Release Date, together with any Earnings thereon, but which remains unresolved or unsatisfied as of such date (the “Disputed Amount”). With respect to any Disputed Amounts, the Escrow Agent shall release all remaining Escrow Shares continue to LPHL. Notwithstanding the foregoing, if Parent has notified the Escrow Agent that it has made a claim pursuant to the Underlying Agreement prior to 11:59 p.m., Eastern Time, on December 21, 2019 (the “Escrow Termination Date”), which has not been resolved prior to the Escrow Termination Date, the Escrow Agent shall retain the Escrow Shares until it has received (i) an Instruction directing the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHL or (ii) evidence of a final non appealable judgement or order of any court or arbitral panel of competent jurisdiction which may be issued and which directs the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHL. (c) Upon the transfer and/or release of all of the Escrow Shares by the Escrow Agent hold such amounts in escrow in accordance with the terms of this Agreement (including Section 3(b))until the resolution of such underlying Earnout Escrow Claims. Such Disputed Amounts, this Agreement once resolved, shall terminate, subject to the provisions of Section 7. (d) Prior to any distribution of the Escrow Shares to any of the Indemnitees pursuant to an Instruction, (i) LPHL shall execute a stock power substantially in the form attached hereto as Annex A, and (ii) Parent shall provide, at Parent’s cost and expense, be disbursed by the Escrow Agent with an opinion pursuant to Section 3(b) of counsel, in a form reasonably acceptable this Agreement or returned/disbursed to the Escrow Agent, and an officer’s certificate, duly executed by an authorized officer of Parent, to confirm that the Escrow Shares can be transferred to the Indemnitees without registration under applicable Federal and state securities laws or that an effective registration statement covering the issuance or resale of the Escrow Shares is effective. If Parent is unable to provide the Escrow Agent with such requested opinions or certificates, the Escrow Agent shall not transfer any of the Escrow Shares Company pursuant to an Instruction this Section 3(c), as the case may be. For the purposes of this Agreement, “Release Date” means the date that is ten (10) Business Days following the filing with the U.S. Securities and shall, instead, retain such Escrow Shares until Parent is able to deliver the opinions and certificates reasonably required Exchange Commission by the Escrow AgentCompany of an Annual Report on Form 20-F for the fiscal year ended March 31, 2026.

Disposition and Termination. (a) The After the Expiration Date, any Escrow Agent shall administer Property remaining in the Escrow Shares Account that is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in accordance with joint favor of an Indemnified Party, shall be transferred by written instructions provided instruction of both the Purchaser CEO Representative and the Seller Representative by Parent and LPHL to the Escrow Agent from time to time (an “Instruction”) directing the Escrow Agent to transfer or release the Company Stockholders that have previously delivered to the Purchaser’s exchange agent in accordance with the exchange agent agreement the Transmittal Documents , with each such Company Stockholder receiving its Pro Rata Share of such Escrow Property in accordance with the Merger Agreement. Purchaser Representative and Seller Representative shall cooperate in good faith using their commercially reasonable efforts to submit such written instructions as promptly as practical after such time as when none of the Escrow Shares, Property remains subject to any Pending Claims or any portion thereofunpaid claims in favor of an Indemnified Party and, as set forth in that event, shall not unreasonably withhold such Instruction, to either written instructions. Promptly after the Indemnitees or to LPHL. Subject to sub-paragraph (b) belowfinal resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall make distributions of transfer any remaining Escrow Property remaining in the Escrow Shares only in accordance with an Instruction and only Account to the Indemnitees or to LPHL. Company Stockholders that have previously delivered the Transmittal Documents, with each such Company Stockholder receiving its Pro Rata Share of such Escrow Property. 2 (b) Subject Pursuant to Section 1.13(d) of the terms of this Section 3(b), on December 21, 2019, the Escrow Agent shall release all remaining Escrow Shares to LPHL. Notwithstanding the foregoingMerger Agreement, if Parent has notified the Escrow Agent that it has made Adjustment Amount (as defined in the Merger Agreement) is a claim pursuant negative number, then the Seller Representative and the Purchaser CEO Representative shall, within three (3) Business Days after such final determination, provide joint written instructions to the Underlying Agreement prior to 11:59 p.m., Eastern Time, on December 21, 2019 (the “Escrow Termination Date”), which has not been resolved prior to the Escrow Termination Date, the Escrow Agent shall retain the Escrow Shares until it has received (i) an Instruction directing the Escrow Agent to transfer or release the distribute to Purchaser a number of Escrow Shares (and, after distribution of all Escrow Shares, or any portion thereof, other Escrow Property) with a value equal to either the Indemnitees or to LPHL or (ii) evidence of a final non appealable judgement or order of any court or arbitral panel of competent jurisdiction which may be issued and which directs the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHL. (c) Upon the transfer and/or release of all absolute value of the Adjustment Amount (with each Escrow Share valued at the Redemption Price). Purchaser will promptly cancel any Escrow Shares distributed to it by the Escrow Agent in accordance with the terms of this Agreement (including Section 3(b)), this Agreement shall terminate, subject to the provisions of Section 7promptly after its receipt thereof. (d) Prior to any distribution of the Escrow Shares to any of the Indemnitees pursuant to an Instruction, (i) LPHL shall execute a stock power substantially in the form attached hereto as Annex A, and (ii) Parent shall provide, at Parent’s cost and expense, the Escrow Agent with an opinion of counsel, in a form reasonably acceptable to the Escrow Agent, and an officer’s certificate, duly executed by an authorized officer of Parent, to confirm that the Escrow Shares can be transferred to the Indemnitees without registration under applicable Federal and state securities laws or that an effective registration statement covering the issuance or resale of the Escrow Shares is effective. If Parent is unable to provide the Escrow Agent with such requested opinions or certificates, the Escrow Agent shall not transfer any of the Escrow Shares pursuant to an Instruction and shall, instead, retain such Escrow Shares until Parent is able to deliver the opinions and certificates reasonably required by the Escrow Agent.

Disposition and Termination. (a) The a. Upon the execution and delivery to Escrow Agent shall administer by the Escrow Shares in accordance with Borrower and the Initial Lenders of a joint written instructions provided by Parent and LPHL to instruction substantially in the Escrow Agent from time to time form of Exhibit A-1 annexed hereto (an each such written instruction, a “Joint Release Instruction”) directing the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, as set forth in such Instruction, to either the Indemnitees or to LPHL. Subject to sub-paragraph (b) below), the Escrow Agent shall make distributions shall, within one (1) Business Day of its receipt of such Joint Release Instruction (provided such Joint Release Instruction is received by 4:00 pm New York time), release the Escrow Shares only Funds to the Borrower by wire transfer of immediately available funds to one or more accounts designated by the Borrower in accordance with an the instructions set forth therein; provided that the Escrow Agent may assume that any Joint Release Instruction and only to is in compliance with the Indemnitees or to LPHLCommitment Letter without further inquiry. b. Upon the execution and delivery to Escrow Agent by either the Borrower pursuant to clauses (a) or (d) of the definition of Termination Date or the Initial Lenders pursuant to clauses (a), (b) Subject or (e) of the definition of Termination Date of a written instruction substantially in the form of Exhibit A-2 annexed hereto (each such written instruction, a “Lender Return Instruction” and, together with the Joint Release Instruction, collectively, the “Release Instructions”), the Escrow Agent shall, within one (1) Business Day of its receipt of such Lender Return Instruction (provided such Lender Return Instruction is received by 4:00 pm New York time), release the portion of the Funds to the terms Initial Lender that originally funded such amount by wire transfer of this Section 3(b)immediately available funds to one or more accounts designated by such Initial Lender in accordance with the instructions set forth therein; provided that if neither Joint Release Instructions nor Lender Return Instructions are received by the Escrow Agent by 4:00 pm New York time on April 1, 2022, on December 21, 2019, the next Business Day the Escrow Agent shall release all remaining Escrow Shares the respective Funds to LPHL. Notwithstanding the foregoing, if Parent has notified each relevant Initial Lender in accordance with such other written instructions provided to the Escrow Agent by such Initial Lender; provided further that it has made a claim pursuant to the Underlying Agreement prior to 11:59 p.m., Eastern Time, on December 21, 2019 (the “Escrow Termination Date”), which has not been resolved prior to the Escrow Termination DateAgent may assume that any Lender Return Instruction is in compliance with the Commitment Letter without further inquiry. c. Following the release of the full amount of the Funds, the Escrow Agent Account shall retain the Escrow Shares until it has received (i) an Instruction directing the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHL or (ii) evidence of a final non appealable judgement or order of any court or arbitral panel of competent jurisdiction which may be issued and which directs the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHL. (c) Upon the transfer and/or release of all of the Escrow Shares by the Escrow Agent in accordance with the terms of this Agreement (including Section 3(b)), this Agreement shall terminateterminated, subject to the provisions of Section Sections 6 and 7. (d) Prior d. Notwithstanding anything to the contrary set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Shares to any Funds must be in writing and executed by the appropriate Party or Parties as evidenced by the signatures of the Indemnitees pursuant to an Instruction, (i) LPHL shall execute a stock power substantially in person or persons signing this Agreement or one of their designated persons as set forth on the form Designation of Authorized Representatives attached hereto as Annex ASchedule 2 (each an “Authorized Representative”), and (ii) Parent shall provide, at Parent’s cost and expense, the delivered to Escrow Agent with an opinion of counsel, in only by facsimile (as evidenced by a form reasonably acceptable confirmed transmittal to the applicable Party’s or Parties’ transmitting fax number) or as a Portable Document Format (“PDF”) attached to an email only at the fax number or email address set forth in Section 9 below (as may be updated or supplemented). Each Designation of Authorized Representatives shall be signed by a duly authorized officer or representative of the named Party. No instruction for or related to the transfer or distribution of the Funds shall be deemed delivered and effective unless Escrow AgentAgent actually shall have received it on a Business Day by facsimile or as a PDF attached to an email only at the fax number or email address set forth in Section 9, and an officer’s certificatein the case of a facsimile, duly executed as evidenced by an authorized officer of Parent, to confirm that the Escrow Shares can be transferred a confirmed transmittal to the Indemnitees without registration under applicable Federal and state securities laws Party’s or that an effective registration statement covering the issuance or resale of the Escrow Shares is effectiveParties’ transmitting fax number. If Parent is unable to provide the Escrow Agent with such requested opinions or certificates, the Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any instruction for or related to the transfer any or distribution of the Funds if delivered to any other fax number or email address, including but not limited to a valid email address of any employee of Escrow Shares pursuant Agent. Notwithstanding anything to the contrary, the Parties acknowledge and agree that Escrow Agent may not transfer or distribute the Funds until Escrow Agent has completed its security procedures set forth in this Section 3. e. In the event of any Release Instructions, Escrow Agent may confirm such Release Instructions by a telephone call-back or email confirmation to an Instruction and shallAuthorized Representative of such Party or Parties, instead, retain or such Escrow Shares until Parent is able to deliver the opinions and certificates reasonably required other method as may approved by the Escrow Agent in its sole discretion. No funds may be disbursed until such confirmation occurs. Each Party agrees that after such confirmation, Escrow Agent may continue to rely solely upon such Release Instructions and all identifying information set forth therein for such beneficiary without an additional telephone call-back or email confirmation. If multiple disbursements are provided for under this Agreement pursuant to any Release Instructions, only the date, amount and/or description of payments may change without requiring a telephone call-back or email confirmation. f. The persons designated as Authorized Representatives and telephone numbers and email addresses for the same may be changed only in a writing executed by an Authorized Representative or other duly authorized person of the applicable Party setting forth such changes and actually received by Escrow Agent via facsimile or as a PDF attached to an email. Escrow Agent will confirm any such change in Authorized Representatives by a telephone call-back or email confirmation to an Authorized Representative, or such other method as may be approved by the Escrow Agent in its sole discretion. g. Escrow Agent, any intermediary bank and the beneficiary’s bank in any funds transfer may rely upon the identifying number of the beneficiary, the beneficiary’s bank or any intermediary bank included in a Release Instruction provided by a Party or the Parties and, if applicable, confirmed by an Authorized Representative of the appropriate Party. Further, the beneficiary’s bank in the Release Instructions may make payment on the basis of the account number provided in such Party’s or Parties’ instruction and, if applicable, confirmed by an Authorized Representative in accordance with this Agreement even though it identifies a person different from the named beneficiary. h. As used in this Agreement, “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which Escrow Agent located at the notice address set forth below is authorized or required by law or executive order to remain closed. The Parties acknowledge that the security procedures set forth in this Section 3 are commercially reasonable.

Disposition and Termination. (a) The Escrow Agent shall administer hold the Escrow Shares Fund in accordance with joint written instructions provided by Parent this Escrow Agreement and LPHL to administer the Fund as follows: (a) In the event that the Escrow Agent receives a joint written instruction from time to time Buyer and Seller (an a “Joint Instruction”) directing notifying the Escrow Agent that Seller has cured a Title Defect or Environmental Defect (both as defined in the Purchase Agreement) and authorizing the Escrow Agent to transfer pay to Seller an amount equal to the Title Defect Amount or release Environmental Defect Amount (both as defined in the Purchase Agreement) corresponding to the cured Title Defect or Environmental Defect, then the Escrow Shares, or any portion thereof, as Agent will pay to Seller the amount set forth in such Joint Instruction, to either the Indemnitees or to LPHL. Subject to sub-paragraph (b) below, the Escrow Agent shall make distributions of the Escrow Shares only in accordance with an Instruction and only to the Indemnitees or to LPHL. (b) Subject to In the terms of this Section 3(b), on December 21, 2019, event that the Escrow Agent shall release all remaining Escrow Shares to LPHL. Notwithstanding the foregoing, if Parent has notified receives a Joint Instruction from Buyer and Seller notifying the Escrow Agent that it Seller has made failed to cure a claim pursuant to the Underlying Agreement prior to 11:59 p.m., Eastern Time, on December 21, 2019 (the “Escrow Termination Date”), which has not been resolved Title Defect or Environmental Defect prior to the Escrow Termination Date, expiration of the Escrow Agent shall retain Cure Period (as defined in the Escrow Shares until it has received (iPurchase Agreement) an Instruction directing and authorizing the Escrow Agent to transfer pay to Buyer an amount equal to the Title Defect Amount or release Environmental Defect Amount corresponding to the Escrow SharesTitle Defect or Environmental Defect that has not been cured, or any portion thereof, to either the Indemnitees or to LPHL or (ii) evidence of a final non appealable judgement or order of any court or arbitral panel of competent jurisdiction which may be issued and which directs then the Escrow Agent will pay to transfer or release Buyer the Escrow Shares, or any portion thereof, to either amount set forth in the Indemnitees or to LPHLJoint Instruction. (c) Upon In the transfer and/or release event that Buyer and Seller are unable to agree upon the existence of all a Title Defect or Environmental Defect or the correct Title Defect Amount or Environmental Defect Amount and such dispute is submitted to arbitration pursuant to Exhibit A of the Escrow Shares by Purchase Agreement, then, subject to the provisions of Exhibit A, Buyer and Seller will issue a Joint Instruction to the Escrow Agent in accordance with the final resolution of matters submitted to arbitration authorizing the Escrow Agent to pay Buyer or Seller, as applicable, the amount set forth in the final resolution of matters submitted to arbitration. Notwithstanding anything to the contrary herein, the rights of the Parties to seek a judgment upon any award of an arbitrator pursuant to Exhibit A of the Purchase Agreement shall not be restricted by this paragraph (c), and neither Party shall have the obligation to issue a Joint Instruction before such Party has exhausted its rights pursuant to Exhibit A of the Purchase Agreement. (d) In the event that Buyer and Seller agree to release any portion of the Escrow Deposit in a circumstance not described in paragraphs 4(a), 4(b) and 4(c) above, Buyer and Seller will issue a Joint Instruction to the Escrow Agent authorizing the Escrow Agent to pay Buyer or Seller, as applicable, the agreed-upon portion of the Escrow Deposit, and the Escrow Agent will pay to Buyer or Seller, as applicable, the amount set forth in such Joint Instruction. (e) Buyer and Seller will cooperate in good faith pursuant to the terms of this the Purchase Agreement (including Section 3(b)and the Letter Agreement to provide Joint Instructions to the Escrow Agent pursuant to paragraphs 4(a), 4(b), 4(c) and 4(d) above as soon as reasonably practical; provided however, in no event will Buyer and Seller issue a Joint Instruction to the Escrow Agent authorizing the Escrow Agent to pay an amount that is less than $10,000 unless such Joint Instruction instructs the Escrow Agent to pay the remaining balance of the Escrow Deposit and subsequently terminate the Fund. (f) Interest and other income on investments in the Fund shall be paid to Seller at the termination of the Fund. (g) Upon delivery of all of the Fund by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 7Sections 7 and 8. (d) Prior to any distribution of the Escrow Shares to any of the Indemnitees pursuant to an Instruction, (i) LPHL shall execute a stock power substantially in the form attached hereto as Annex A, and (ii) Parent shall provide, at Parent’s cost and expense, the Escrow Agent with an opinion of counsel, in a form reasonably acceptable to the Escrow Agent, and an officer’s certificate, duly executed by an authorized officer of Parent, to confirm that the Escrow Shares can be transferred to the Indemnitees without registration under applicable Federal and state securities laws or that an effective registration statement covering the issuance or resale of the Escrow Shares is effective. If Parent is unable to provide the Escrow Agent with such requested opinions or certificates, the Escrow Agent shall not transfer any of the Escrow Shares pursuant to an Instruction and shall, instead, retain such Escrow Shares until Parent is able to deliver the opinions and certificates reasonably required by the Escrow Agent.

Disposition and Termination. (a) The Escrow Agent 4.1 This Agreement is terminable by either party, subject to the provisions of Sections 7, 8 and 9, by giving 30 days’ advance written notice of such termination to the other party specifying a date when such termination shall administer take effect; provided, however, that so long as the Escrow Shares in accordance with joint written instructions provided by Parent and LPHL to Depositor notifies the Escrow Agent from time prior to time 12:00 noon Hong Kong Time on a Business Day, the Depositor may withdraw the Escrow Fund in its entirety or any portion thereof (an a “InstructionWithdrawal”) directing within the course of the Business Day during which notice of such Withdrawal is given. If notice is received after 12:00 noon on a Business Day or on a date other than a Business Day, the Depositor may make a Withdrawal within the course of the Business Day immediately following the date during which notice of such Withdrawal is given. Any notice of Withdrawal from the Depositor to a designated third-party recipient (“Designee”) shall be substantially in the form of Schedule 2 hereto and for the Escrow Cash portion of any withdrawal shall contain information as to such Designee’s name, telephone number for call-back, the name and SWIFT address of the recipient’s bank and the account number of the recipient at said bank (such information “Designee’s Details”). If the Depositor notifies the Escrow Agent prior to 12:00 noon Hong Kong Time on a Business Day, the Depositor may instruct the Escrow Agent to transfer or release effectuate a Withdrawal within the course of the Business Day in which notice of such Withdrawal is given, which the Escrow SharesAgent will proceed to do. If the Depositor notifies the Escrow Agent after 12:00 noon on a Business Day or on a date other than a Business Day, or the Depositor may instruct the Escrow Agent to effectuate a Withdrawal within the course of the Business Day immediately following the date during which notice of such Withdrawal is given, which the Escrow Agent will proceed to do, provided that, on the date of any portion thereofWithdrawal, as set forth the Escrow Agent is in receipt of the relevant Designee’s Details then the Escrow Agent will notify (i) the Depositor and (ii) the Designee of amounts from such Instruction, to either Withdrawal of the Indemnitees or to LPHLeffectuation of such Withdrawal; the parties hereby acknowledge that amounts from such Withdrawal may not actually be received by the Depositor and/or its designated recipients until a date following the date of such Withdrawal. Subject to sub-paragraph (b) belowUpon termination of this Agreement, the Escrow Agent shall make distributions take such action with respect to the Escrow Fund as is instructed by the Depositor. 4.2 Without prejudice to any other provisions of this Escrow Agreement, in the event that approvals, registrations or other formalities from the foreign exchange administration or any other regulatory body of the designated recipient’s jurisdiction are required to be obtained for giving effect to or the completion of any arrangements or transactions contemplated by this Escrow Agreement, the Depositor shall use its best efforts to obtain such approvals, registrations or other formalities from the foreign exchange administration or any other regulatory body of the designated recipient’s jurisdiction as soon as practicable. The Escrow Agent shall not be liable to any person or entity for any losses or liability arising out of or in connection with the failure by the Depositor to perform any of its obligations in the preceding sentence. 4.3 Upon the delivery of the Escrow Shares only in accordance with an Instruction and only to the Indemnitees or to LPHL. (b) Subject to the terms of this Section 3(b), on December 21, 2019, the Escrow Agent shall release all remaining Escrow Shares to LPHL. Notwithstanding the foregoing, if Parent has notified the Escrow Agent that it has made a claim pursuant to the Underlying Agreement prior to 11:59 p.m., Eastern Time, on December 21, 2019 (the “Escrow Termination Date”), which has not been resolved prior to the Escrow Termination Date, the Escrow Agent shall retain the Escrow Shares until it has received (i) an Instruction directing Fund by the Escrow Agent to transfer or release the parties designated by the Depositor in accordance with this Escrow SharesAgreement, or any portion thereof, to either this Escrow Agreement and the Indemnitees or to LPHL or (ii) evidence duties and obligations of a final non appealable judgement or order of any court or arbitral panel of competent jurisdiction which may be issued and which directs the Escrow Agent to transfer or release the under this Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHL. (c) Upon the transfer and/or release of all of the Escrow Shares by the Escrow Agent in accordance with the terms of this Agreement (including Section 3(b)), this Agreement shall terminate, subject to the provisions of Section Sections 7, 8 and 9. (d) Prior to any distribution 4.4 Notwithstanding the foregoing, this Escrow Agreement shall terminate upon the earlier of the Escrow Shares to any of the Indemnitees pursuant to an Instruction, (i) LPHL shall execute a stock power substantially in the form attached hereto as Annex AJune 16, and (ii) Parent shall provide, at Parent’s cost and expense, the Escrow Agent with an opinion of counsel, in a form reasonably acceptable to the Escrow Agent, and an officer’s certificate, duly executed by an authorized officer of Parent, to confirm that the Escrow Shares can be transferred to the Indemnitees without registration under applicable Federal and state securities laws or that an effective registration statement covering the issuance or resale of the Escrow Shares is effective. If Parent is unable to provide the Escrow Agent with such requested opinions or certificates, 2008 on which the Escrow Agent shall not transfer close the Escrow Account and return the Escrow Fund to the Depositor, or (ii) at any time prior to June 16, 2008, upon receipt by the Escrow Agent of written instructions from at least two of the authorized signatories set out in Part A of Schedule 1 hereto (“Schedule 1”), instructing the Escrow Shares pursuant Agent to an Instruction close the Escrow Account and shallreturn the Escrow Fund to the Depositor; provided that such written instructions to close the Escrow Account shall be given if at any time (a) the independent auditors of the Company have not commenced the audit process with respect to the Company’s primary operating entity Primalights III Agriculture Development Co., insteadLtd. (“P3A”) by A▇▇▇▇ ▇, retain ▇▇▇▇, (▇) the independent auditors of the Company at any time advise the audit committee of the Company that they have not been given adequate access to the operations, facilities, books and/or records of P3A for purposes of their audit, and such Escrow Shares until Parent is inadequate access has not been cured by P3A within five (5) days after the independent auditors notify P3A, (c) the independent auditors have informed the Company that they will not be able to deliver the opinions final audit report of the Company by June 16, 2008, and certificates reasonably required by at least two of the authorized signatories set out in Part A of Schedule 1 acting in the best interests of the Company believe that the inability of the independent auditors to deliver the audit report on time is due to reduced or obstructed access to P3A’s operations, facilities, books and/or records, or (d) at least two of the authorized signatories set out in Part A of Schedule 1 otherwise believe that the termination of the Escrow AgentAgreement would be in the best interests of the Company. The Escrow Agent shall have no responsibility to determine the existence of any of the conditions mentioned in (ii) (a) (b) (c) and/or (d) of the previous sentence and when receiving a notice related to any one of these sub-clauses may assume the existence of relevant state of facts listed thereunder. For any and all purposes of this Escrow Agreement and notwithstanding any contrary provisions in this Escrow Agreement, the signatures of G▇▇▇▇▇▇▇ ▇▇▇▇ and/or Sing Wang shall be deemed to be one signature.

Disposition and Termination. (a) The Subject to Rule 10b-9 (17 CFR 240) of the Securities and Exchange Act of 1934, as amended, if after a Subscriber’s funds have been deposited into the Escrow Account and the Co-Issuers notify the Escrow Agent in writing that it has rejected such subscription, the Company and Placement Agent shall provide to the Escrow Agent any information necessary to return such Subscriber’s funds to the Subscriber. Upon receipt of any such necessary information the Escrow Agent shall administer promptly return such funds to the applicable Subscriber. After a minimum of $1,500,000 has been deposited into the Escrow Shares in accordance with joint Account (“Minimum Offering”), the Escrow Agent shall periodically transfer to the Sponsor Escrowed Funds pursuant to standing written instructions provided by Parent from both the Issuer and LPHL to the Placement Agent as agreed among the Co-Issuers, the Placement Agent and the Escrow Agent from time to time (an “Instruction”) directing time. The Escrow agent will not transfer funds to the Escrow Agent Sponsor until the Minimum Offering has been met. Prior to transfer or release the Escrow Shares, or any portion thereof, as set forth in such Instruction, to either the Indemnitees or to LPHL. Subject to sub-paragraph (b) below, the Escrow Agent shall make distributions disbursement of the Escrow Shares only Escrowed Funds to the Sponsor in accordance with an Instruction and only to the Indemnitees or to LPHL. (b) Subject to the terms of this Section 3(b), on December 21, 2019Offering, the Escrow Agent shall release all remaining Escrow Shares Sponsor will not be entitled to LPHL. Notwithstanding the foregoing, if Parent has notified any principal funds received into the Escrow Account. If the Co-Issuers and Placement Agent that it has made a claim pursuant to the Underlying Agreement prior to 11:59 p.m.do not raise $2,150,000 within 12 months of October __, Eastern Time, on December 21, 2019 2021 (the “Escrow Termination Date”), which has not been resolved prior the Offering will be terminated, and the Escrow Agent will promptly return all amounts in the Escrow Account to the Subscribers and close the Escrow Termination DateAccount and the Co-Issuers will release all Subscribers from their commitments. (b) Notwithstanding anything to the contrary in this Agreement, if the Escrow Agent receives joint written instructions from Co-Issuers and Placement Agent, or their respective successors or assigns, as to the disbursement of the Fund, the Escrow Agent shall retain disburse the Escrow Shares Fund pursuant to such joint written instructions. The Escrow Agent shall have no obligation to follow any directions set forth in any joint written instructions unless and until it has received (i) an Instruction directing the Escrow Agent is satisfied, in its sole discretion, that the persons executing said joint written instructions are authorized to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHL or (ii) evidence of a final non appealable judgement or order of any court or arbitral panel of competent jurisdiction which may be issued and which directs the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHLdo so. (c) Upon Notwithstanding anything to the transfer and/or release of all of contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance in the Fund, the Escrow Shares Agent shall release the balance in the Fund and shall have no liability or responsibility to the Co-Issuers for any deficiency. (d) Upon delivery of any and all remaining balance in the Fund by the Escrow Agent in accordance with the terms of this Agreement (including Section 3(b))Agent, this Agreement shall terminate, subject to the provisions of Section 78. (d) Prior to any distribution of the Escrow Shares to any of the Indemnitees pursuant to an Instruction, (i) LPHL shall execute a stock power substantially in the form attached hereto as Annex A, and (ii) Parent shall provide, at Parent’s cost and expense, the Escrow Agent with an opinion of counsel, in a form reasonably acceptable to the Escrow Agent, and an officer’s certificate, duly executed by an authorized officer of Parent, to confirm that the Escrow Shares can be transferred to the Indemnitees without registration under applicable Federal and state securities laws or that an effective registration statement covering the issuance or resale of the Escrow Shares is effective. If Parent is unable to provide the Escrow Agent with such requested opinions or certificates, the Escrow Agent shall not transfer any of the Escrow Shares pursuant to an Instruction and shall, instead, retain such Escrow Shares until Parent is able to deliver the opinions and certificates reasonably required by the Escrow Agent.

Disposition and Termination. (a) The Escrow Agent 3.1 Delivery of Documents Upon Completion under the Purchase and Sale Agreement, the Sellers, the Purchasers and the Company shall administer the Escrow Shares in accordance with joint written instructions provided by Parent and LPHL deliver to the Escrow Agent from time to time (an “Instruction”) directing the Escrow Agent to transfer or release Certificate substantially in the form attached herewith as Annex B, together with the documents set out in Annex A. 3.2 Upon delivery of the Escrow Shares, or any portion thereof, as set forth Agent Certificate and the documents described in such Instruction, to either the Indemnitees or to LPHL. Subject to sub-paragraph (b) belowAnnex A, the Escrow Agent shall make distributions deliveries as follows: (i) the Purchase Price deposited in the Escrow Account shall be delivered to the Sellers or a designee thereof; (ii) the Second Purchaser Payment shall be delivered to the Second Purchaser and (iii) the documents described in Annex A shall be delivered to the First Purchaser. In this event the Escrow Agent shall, simultaneously with payment of the Escrow Shares only in accordance with an Instruction Share Purchase Price and only the Loan Purchase Price to the Indemnitees or to LPHL. (b) Subject Sellers and the Second Purchaser Payment to the terms Second Purchaser, pay the interest accrued on the Purchase Price, and the Second Purchaser Payment to the First Purchaser. In such event, the payment to the Sellers of this Section 3(b)the Purchase Price shall be on the following account(s): - USD 27,500,000 by wire transfer to Ridgewood Renewable Power LLC. In: Account Name: Ridgewood Renewable Power LLC Oper Account No.: Bank Name: Wachovia Bank Summit, NJ ABA (wire) 031201467 ABA (ACH) 031100225 an▇ ▇▇▇ ▇▇▇ond Purchaser Payment shall be ▇▇▇▇ ▇▇ ▇he Second Purchaser on December 21the following account: - USD 2,000,000 to: Commercial International Bank (Egypt) SAE 4, 2019Farid Street (off El Thawra St.) Heliopolis - Cair▇ - ▇▇▇▇▇ Swift Code: CIB EEG CX081 For Credit to the Account of Zaki Yousif Girges Account No.: Notwithstand▇▇▇ ▇▇▇ ▇▇▇e▇▇▇▇▇, the Escrow Agent shall release all remaining Escrow Shares immediately and automatically return the Share Purchase Price, the Loan Purchase Price and the Second Purchaser Payment, with any incurred interest thereon to LPHL. Notwithstanding the foregoingFirst Purchaser upon the passage of 90 calendar days, if Parent has notified from the date hereof, without receipt of the Escrow Agent that it has made a claim pursuant to Certificate and the Underlying Agreement prior to 11:59 p.m.documents listed in Annex A of this Agreement, Eastern Time, on December 21, 2019 (the “Escrow Termination Date”), which has not been resolved prior to the Escrow Termination Date, the Escrow Agent shall retain the Escrow Shares until unless it has received (i) an Instruction directing written instructions signed by the Second Purchaser and the First Purchaser advising the Escrow Agent to transfer or release act otherwise. In such event, return of the Escrow Shares, or Purchase Price and the Second Purchaser Payment to the First Purchaser in addition to any portion thereof, to either the Indemnitees or to LPHL or (ii) evidence of a final non appealable judgement or order of any court or arbitral panel of competent jurisdiction which may interest accrued thereon shall be issued and which directs made by the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, to either First Purchaser on the Indemnitees or to LPHL. (c) Upon the transfer and/or release of all of the Escrow Shares by the Escrow Agent following account: Bank Name : Arab African International Bank Address : 5 Midan Al Saray Al Koubra - Garden City Account Name : Horns Private Equity Fund III LP Account Number : Swift Code : ARAIEGCX Correspondent in accordance with the terms of this Agreement (including Section 3(b)), this Agreement shall terminate, subject to the provisions of Section 7. (d) Prior to any distribution of the Escrow Shares to any of the Indemnitees pursuant to an Instruction, (i) LPHL shall execute a stock power substantially in the form attached hereto as Annex A, and (ii) Parent shall provide, at Parent’s cost and expense, the Escrow Agent with an opinion of counsel, in a form reasonably acceptable to the Escrow Agent, and an officer’s certificate, duly executed by an authorized officer of Parent, to confirm that the Escrow Shares can be transferred to the Indemnitees without registration under applicable Federal and state securities laws or that an effective registration statement covering the issuance or resale of the Escrow Shares is effective. If Parent is unable to provide the Escrow Agent with such requested opinions or certificates, the Escrow Agent shall not transfer any of the Escrow Shares pursuant to an Instruction and shall, instead, retain such Escrow Shares until Parent is able to deliver the opinions and certificates reasonably required by the Escrow Agent.USD JP Morgan New York Swif▇ ▇▇▇▇ : CHAS US 33 ▇▇▇▇▇▇▇ ▇o. :

Disposition and Termination. (a) On the day immediately after [July 1], 2014 (the “Final Claims Date”), the Escrow Agent shall pay and distribute to Sellers in accordance with the Seller Allocation the amount of the Escrow Fund on the Final Claims Date which is in excess of (i) any Claims and Overpayment Claims theretofore made that are then still pending and unresolved (the “Retained Amount”), plus (ii) an additional amount equal to $1 million, less the amount of any pending and unresolved Special Indemnification Claims, to the extent such additional amount is available (the “Special Indemnification Amount”), provided, that the amount is this subpart (ii) cannot be a negative amount. The Escrow Agent shall administer retain the Retained Amount, plus the Special Indemnification Amount until such amounts are released pursuant to the procedures described below in this Section 4(a); provided, that the Special Indemnification Amount shall be used solely for the purpose of satisfying Special Indemnification Claims. The Escrow Agent shall within three (3) Business Days from the date of receipt of Payment Instructions, in the case of a Claim, a Determination Order, or, in the case of an Overpayment Claim, a Selected Firm Determination, as applicable, thereafter release from the Escrow Shares Fund to the party entitled thereto all portions of the Escrow Fund, including the Retained Amount and the Special Indemnification Amount, as and when it receives Payment Instructions, a Determination Order or a Selective Firm Determination, as applicable. (b) On the day immediately after [July 1], [2016] (the “Special Indemnification Claims Date”), the Escrow Agent shall pay and distribute to Sellers in accordance with joint written the Seller Allocation the amount of the Escrow Fund on the Special Indemnification Claims Date, including the Retained Amount and the Special Indemnification Amount, which is in excess of all Claims and Overpayment Claims theretofore made that are then still pending and unresolved on such date. The Escrow Agent shall retain the amount specified in Claim Notices and Overpayment Notices which are still pending and unresolved as of the Special Indemnification Claims Date until such amounts are released pursuant to the procedures provided below in this Section 4(b). The Escrow Agent shall within three (3) Business Days from the date of receipt of Payment Instructions, in the case of a Claim, a Determination Order or, in the case of an Overpayment Claim, a Selected Firm Determination, as applicable, thereafter release from the Escrow Fund to the party entitled thereto all portions of the amounts retained as and when it receives Payment Instructions, a Determination Order or a Selective Firm Determination, as applicable. The distribution of any funds to each Seller under this Agreement shall be in accordance with the Seller Allocation. (c) This Agreement shall terminate on the date on which the entire Escrow Fund shall have been disbursed in accordance with this Agreement. (d) Any instructions provided setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Fund, must be in writing or set forth in a Portable Document Format (“PDF”) attached to an email, executed by Parent the appropriate Party or Parties as evidenced by the signatures of the person or persons signing this Agreement or one of their designated persons as set forth in Schedule B hereto (each an “Authorized Representative”), and LPHL delivered to the Escrow Agent from time only by confirmed facsimile or as a PDF attached to time (an “Instruction”) directing email on a Business Day only at the fax number or email address set forth in Section 9 below. No instruction for or related to the transfer or distribution of the Escrow Fund shall be deemed delivered and effective unless the Escrow Agent actually shall have received it on a Business Day by facsimile or as a PDF attached to an email only at the fax number or email address set forth in Section 9 and as evidenced by a confirmed transmittal to the Party’s or Parties’ transmitting fax number or email address and Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder. The Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any instruction for or related to the transfer or release distribution of the Escrow SharesFund if delivered to any other fax number or email address, including but not limited to a valid email address of any employee of the Escrow Agent. The Parties each acknowledge that Escrow Agent is authorized to use the funds transfer instructions set forth below for Buyer and provided by Key Seller for the Sellers in written instructions to disburse any funds due to either Party or any portion thereofSeller, respectively without a verifying call back as set forth below. Buyer: Bank Name: Bank Address: ABA Number: Account Name: Account Number: (e) Additionally, the Parties agree that repetitive funds transfer instructions may be given to Escrow Agent for one or more beneficiaries where only the date of the requested transfer, the amount of funds to be transferred, and/or the description of the payment shall change within the repetitive instructions (“Standing Settlement Instructions”). Any such Standing Settlement Instructions shall be set up in writing in advance of any actual transfer request and shall contain complete funds transfer information (as described above) for each beneficiary. Any such set-up of Standing Instructions (other than those established concurrently with the execution of this Agreement), and any changes in an existing set-up, shall be confirmed by means of a verifying callback to an Authorized Representative. Standing Instructions will continue to be followed until cancelled by the applicable Party in a writing and delivered to Escrow Agent in accordance with this Section. Escrow Agent may rely solely upon all such information. Once set up as provided herein, Escrow Agent may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for each beneficiary. Each Party agrees that any Standing Settlement Instructions shall be effective as the funds transfer instructions of such Party or the Parties, as applicable, without requiring a verifying callback, as set forth in such Instruction, to either the Indemnitees or to LPHL. Subject to sub-paragraph (bSection 3(b) below, if such Standing Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary. (f) In the event any other funds transfer instructions are set forth in a joint written instruction or other permitted instruction from a Party or the Parties in accordance with this Agreement, Escrow Agent shall make distributions of disburse the Escrow Shares only applicable funds in accordance with such instructions. Escrow Agent is authorized to seek confirmation of such funds transfer instructions by a single telephone call-back to one of the Authorized Representatives and Escrow Agent may rely upon the confirmation of anyone purporting to be that Authorized Representative. The persons and telephone numbers designated for call-backs may be changed only in a writing executed by Authorized Representatives of the applicable Party and actually received by Escrow Agent via facsimile or as a PDF attached to an Instruction and only email. Except as set forth this Section 4(f), no funds will be disbursed until an Authorized Representative is able to the Indemnitees or to LPHLconfirm by telephone call-back. (bg) Subject to the terms of As used in this Section 3(b)Agreement, “Business Day” shall mean any day other than a Saturday, Sunday or any other day on December 21, 2019, the which Escrow Agent shall release all remaining Escrow Shares to LPHL. Notwithstanding located at the foregoing, if Parent has notified the Escrow Agent that it has made a claim pursuant to the Underlying Agreement prior to 11:59 p.m., Eastern Time, on December 21, 2019 (the “Escrow Termination Date”), which has not been resolved prior to the Escrow Termination Date, the Escrow Agent shall retain the Escrow Shares until it has received (i) an Instruction directing the Escrow Agent to transfer notice address set forth below is authorized or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHL or (ii) evidence of a final non appealable judgement or order of any court or arbitral panel of competent jurisdiction which may be issued and which directs the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHL. (c) Upon the transfer and/or release of all of the Escrow Shares by the Escrow Agent in accordance with the terms of this Agreement (including Section 3(b)), this Agreement shall terminate, subject to the provisions of Section 7. (d) Prior to any distribution of the Escrow Shares to any of the Indemnitees pursuant to an Instruction, (i) LPHL shall execute a stock power substantially in the form attached hereto as Annex A, and (ii) Parent shall provide, at Parent’s cost and expense, the Escrow Agent with an opinion of counsel, in a form reasonably acceptable to the Escrow Agent, and an officer’s certificate, duly executed by an authorized officer of Parent, to confirm that the Escrow Shares can be transferred to the Indemnitees without registration under applicable Federal and state securities laws or that an effective registration statement covering the issuance or resale of the Escrow Shares is effective. If Parent is unable to provide the Escrow Agent with such requested opinions or certificates, the Escrow Agent shall not transfer any of the Escrow Shares pursuant to an Instruction and shall, instead, retain such Escrow Shares until Parent is able to deliver the opinions and certificates reasonably required by the Escrow Agentlaw or executive order to remain closed.

Disposition and Termination. (a) The Subject to Rule 10b-9 (17 CFR 240) of the Securities and Exchange Act of 1934, as amended, if after a Subscriber’s funds have been deposited into the Escrow Account and the Co-Issuers notify the Escrow Agent in writing that it has rejected such subscription, the Company and Placement Agent shall provide to the Escrow Agent any information necessary to return such Subscriber’s funds to the Subscriber. Upon receipt of any such necessary information the Escrow Agent shall administer promptly return such funds to the applicable Subscriber. After a minimum of $1,500,000 has been deposited into the Escrow Shares in accordance with joint Account (“Minimum Offering”), the Escrow Agent shall periodically transfer to the Sponsor Escrowed Funds pursuant to standing written instructions provided by Parent from both the Issuer and LPHL to the Placement Agent as agreed among the Co-Issuers, the Placement Agent and the Escrow Agent from time to time (an “Instruction”) directing time. The Escrow agent will not transfer funds to the Escrow Agent Sponsor until the Minimum Offering has been met. Prior to transfer or release the Escrow Shares, or any portion thereof, as set forth in such Instruction, to either the Indemnitees or to LPHL. Subject to sub-paragraph (b) below, the Escrow Agent shall make distributions disbursement of the Escrow Shares only Escrowed Funds to the Sponsor in accordance with an Instruction and only to the Indemnitees or to LPHL. (b) Subject to the terms of this Section 3(b), on December 21, 2019Offering, the Escrow Agent shall release all remaining Escrow Shares Sponsor will not be entitled to LPHL. Notwithstanding the foregoing, if Parent has notified any principal funds received into the Escrow Account. If the Co-Issuers and Placement Agent that it has made a claim pursuant to the Underlying Agreement prior to 11:59 p.m.do not raise $2,150,000 within 12 months of December __, Eastern Time, on December 21, 2019 2021 (the “Escrow Termination Date”), which has not been resolved prior the Offering will be terminated, and the Escrow Agent will promptly return all amounts in the Escrow Account to the Subscribers and close the Escrow Termination DateAccount and the Co-Issuers will release all Subscribers from their commitments. (b) Notwithstanding anything to the contrary in this Agreement, if the Escrow Agent receives joint written instructions from Co-Issuers and Placement Agent, or their respective successors or assigns, as to the disbursement of the Fund, the Escrow Agent shall retain disburse the Escrow Shares Fund pursuant to such joint written instructions. The Escrow Agent shall have no obligation to follow any directions set forth in any joint written instructions unless and until it has received (i) an Instruction directing the Escrow Agent is satisfied, in its sole discretion, that the persons executing said joint written instructions are authorized to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHL or (ii) evidence of a final non appealable judgement or order of any court or arbitral panel of competent jurisdiction which may be issued and which directs the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHLdo so. (c) Upon Notwithstanding anything to the transfer and/or release of all of contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance in the Fund, the Escrow Shares Agent shall release the balance in the Fund and shall have no liability or responsibility to the Co-Issuers for any deficiency. (d) Upon delivery of any and all remaining balance in the Fund by the Escrow Agent in accordance with the terms of this Agreement (including Section 3(b))Agent, this Agreement shall terminate, subject to the provisions of Section 78. (d) Prior to any distribution of the Escrow Shares to any of the Indemnitees pursuant to an Instruction, (i) LPHL shall execute a stock power substantially in the form attached hereto as Annex A, and (ii) Parent shall provide, at Parent’s cost and expense, the Escrow Agent with an opinion of counsel, in a form reasonably acceptable to the Escrow Agent, and an officer’s certificate, duly executed by an authorized officer of Parent, to confirm that the Escrow Shares can be transferred to the Indemnitees without registration under applicable Federal and state securities laws or that an effective registration statement covering the issuance or resale of the Escrow Shares is effective. If Parent is unable to provide the Escrow Agent with such requested opinions or certificates, the Escrow Agent shall not transfer any of the Escrow Shares pursuant to an Instruction and shall, instead, retain such Escrow Shares until Parent is able to deliver the opinions and certificates reasonably required by the Escrow Agent.