Acknowledgement of Escrow Agent as Counsel to Purchaser Representative. The ​ and ​ hereby acknowledge that they are parties to that certain Escrow Agreement dated June ​, 2021, by and among Chen-Drake Law (“Escrow Agent”), the ​ and the ​ (the “Escrow Agreement”), pursuant to which the ​ and ​ established an escrow account and appointed Escrow Agent to serve as the escrow agent thereto in accordance with the terms and conditions of the Escrow Agreement. The ​ and ​ hereby acknowledge that Escrow Agent: # is legal counsel to the representatives of the ​; # has explained to each of it the potential conflicts arising from having legal counsel to the representatives of the ​ serve as the Escrow Agent; and # has advised each of them to seek independent counsel to review the terms of this Agreement and the Escrow Agreement. Each of the Company, ​ and ​ hereby acknowledges that it, he or she has had the opportunity to seek such independent counsel and agrees to waive all potential and actual conflicts arising from having Escrow Agent serve as Escrow Agent. The parties further acknowledge that the duties, responsibilities and obligations of Escrow Agent shall be limited to those expressly set forth in the Escrow Agreement and no duties, responsibilities or obligations shall be inferred or implied. Escrow Agent shall not be subject to, nor required to comply with, any other agreement between or among any or all of the ​, the Company and the ​ or to which any of the ​ or the ​ are a party, even though reference thereto may be made herein, or to comply with any direction or instruction from any of the ​ or the ​ or any entity acting on its behalf. The ​, the Company and the ​ hereby expressly acknowledge their appointment of Escrow Agent to serve as the escrow agent in accordance with the terms and conditions of the Escrow Agreement.

Escrow Agent. Escrow Agent is hereby appointed and designated to act as Escrow Agent hereunder and is instructed to hold and deliver, pursuant to the terms of this Agreement (including, without limitation, the instructions set forth on Escrow Agent’s signature page hereto), the Deposit in the amount of $500,000.00 and the Assignment Agreement.

an escrow agreement, by and among Purchaser, the Representative and Escrow Agent, in the form attached as [Exhibit C] (the “Escrow Agreement”), duly executed by the Representative; and

Deliveries by Purchaser at the Closing. At Closing, Purchaser shall deliver, or cause to be delivered, to the Representative, the Escrow Agent, the Equity Holders and the other payees referenced in [Section 2.2], as applicable, the following:

At Closing, the Purchaser shall wire $25,000 (the “Escrow Funds”), to [[Organization A:Organization]] counsel for the Purchaser (“GKN”), who shall hold such Escrow Funds in its attorney escrow account and release such funds pursuant to an Escrow Agreement dated as of March ​, 2017 by and among the Seller, the Purchaser and the Company (the “Escrow Agreement”);

Acceptance by Escrow Agent. The Escrow Agent hereby accepts and agrees to perform its obligations hereunder, provided that:

Indemnification of Escrow Agent. ​ and Seller shall jointly and severally indemnify and hold the Escrow Agent harmless from and against any liability, loss, damage or expense (including, without limitation, reasonable and documented attorneys’ fees) that the Escrow Agent may incur in connection with this Agreement and its performance hereunder or in connection herewith, including with respect to any claim asserted by either ​ or Seller, or any other person or entity, except to the extent such liability, loss, damage or expense is determined by a court of competent jurisdiction to have been directly caused by Escrow Agent’s willful misconduct, bad faith or gross negligence. ​ and Seller further agree, jointly and severally, to indemnify Escrow Agent for all costs, including without limitation reasonable attorney’s fees, incurred by Escrow Agent in connection with the enforcement of ​’s and Seller’s obligations hereunder. ​ and Seller further agree, solely as between themselves, that the indemnification provided for under this Section shall be allocated and paid in the same manner as fees and expenses under Section 12. The indemnification provided for under this Section shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.

Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.

The Escrow Agent shall be entitled to compensation for its services as stated in the fee schedule attached hereto as Exhibit C, which compensation shall be paid by the Company or any of its affiliates. The fee agreed upon for the services rendered hereunder is intended as full compensation for the Escrow Agent’s services as contemplated by this Escrow Agreement; provided, however, that in the event that the conditions for the disbursement of funds under this Escrow Agreement are not fulfilled, or the Escrow Agent renders any material service not contemplated in this Escrow Agreement with the Company’s consent, or there is any assignment of interest in the subject matter of this Escrow Agreement, or any material modification hereof with the Company’s consent, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation relating to this Escrow Agreement, or the subject matter hereof, then the Escrow Agent shall be reasonably compensated for such extraordinary services and reimbursed for all reasonable costs and expenses, including reasonable attorney’s fees and expenses, occasioned by any delay, controversy, litigation or event, and the same shall be paid by the Company or any of its affiliates. The Company’s obligations under this Section 7 shall survive the resignation or removal of the Escrow Agent and the assignment or termination of this Escrow Agreement.

The Escrow Agent may consult with legal counsel of its own choosing as to any matter relating to this Agreement, and the Escrow Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel.