Escrow Account Statements and Information. The Escrow Agent agrees to send to ​ and Buyer a copy of the Escrow Account periodic statement, upon request in accordance with the Escrow Agent’s regular practices for providing account statements to its non-escrow clients, and to also provide ​ and Buyer upon request other deposit account information, including Escrow Account balances, by telephone or by computer communication, to the extent practicable. Each of ​ and Buyer agrees to complete and sign all forms or agreements required by the Escrow Agent for that purpose. Further, each of the Transaction Parties may receive e-mail notification of incoming and outgoing wire transfers of requested and subsequently approved by the Escrow Agent, in which case each Transaction Party agrees to provide a valid e-mail address and other information necessary to set-up this service and sign all forms and agreements required for such service. Each Transaction party consents to the Escrow Agent’s release of wire transfer information to the designated e-mail address(es). The Escrow Agent’s liability for failure to comply with this section shall not exceed the cost of providing such information.

Escrow Account.EXAD shall verify the certificates have been deposited in Escrow as per the table on [Schedule A].

The Committee will furnish each Participant, or make available to each Participant on-line, periodic statements of the value of each of his/her Deferral Accounts.

Account Statements. Within a reasonable time following the end of each calendar year, the Company shall render an annual statement to each Participant. The annual statement shall report the number of Shares credited to the Participant's Share Account as of December 31

ARTICLE # -- INVESTMENT FUNDS 11

The Escrow Agent shall invest the Escrow Funds pursuant to joint written instructions signed by Seller and ​; provided, however, the investment instructions shall be limited to:

Inspection Rights and Account Statements. ​ and Seller have the right, upon reasonable advance notice to the Escrow Agent, to inspect and obtain copies of the records of the Escrow Agent pertaining to this Agreement and to receive monthly reports of the status of the Escrow Account. On or before the 10th Business Day following each month during the term of this Agreement, the Escrow Agent shall deliver account statements to ​ and Seller with respect to the Escrow Account for the prior month, which statements will include the account balance, disbursements made pursuant to [Section 4] and Escrow Income earned during the preceding month. On or before the 10th Business Day following each month during the term of this Agreement, the Escrow Agent shall deliver to ​ and Seller notice of the amount of any Unresolved Claims with respect to the Escrow Account for the prior month.

Statements of Account Balances. As soon as practicable after the end of each Plan Year, the Committee will provide to each Participant, or his or her Beneficiary, a statement showing with respect to each Account of such Participant: # the balance of such Account on January 1 of such Plan Year, # all Equivalents attributable to such Account during such Plan Year, # all distributions from such Account during such Plan Year and # the balance of such Account on December 31 of such Plan Year. During each Plan Year, the Committee may provide statements quarterly setting forth the balance of each Account of a Participant as at the end of a quarter and such other information in respect thereof as the Committee shall deem appropriate. If a Participant has Accounts with more than one Employer, the reports and records relating to such Accounts will be reported to the Participant without indicating which Employer established the Account, unless such Employer is bankrupt or insolvent.

The Escrow Agent shall have no duty or responsibility to enforce the collection or demand payment of any funds deposited into the Escrow Account. If, for any reason, any check deposited into the Escrow Account shall be returned unpaid to the Escrow Agent, the sole duty of the Escrow Agent shall be to return the check to the Subscriber and advise the Company and Underwriter promptly thereof.

“Escrow Account” means the separate, interest-bearing escrow account to be established by the Settlement Administrator under terms acceptable to all Parties. The Escrow Account will be at a depository institution of the Settlement Administrator’s choice (subject to either party’s reasonable veto) that is insured by the Federal Deposit Insurance Corporation. The Settlement Amount shall be deposited by Defendants into the Escrow Account consistent with the provisions in [Section 2.1] below, and the money in the Escrow Account shall be invested in the following types of accounts and/or instruments and no other: # demand deposit accounts and/or # time deposit accounts and certificates of deposit, in either case with maturities of forty-five (45) days or less. The costs of establishing and maintaining the Escrow Account shall be paid from the Settlement Fund.

Escrow account in the amount of ​ held by the Disclosure Law Group, as escrow agent.

“Program Escrow Funds” means the portion of the Program Escrow Amount remaining in the Escrow Account, as adjusted from time to time pursuant to [Section 2.5].

The Seller’s obligation to provide indemnification under this [Article IX] shall be first satisfied from the Escrow Account in accordance with the Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from the Escrow Account, then the Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party.

The Buyer shall deliver to the Escrow Agent the Adjustment Escrow Amount, which shall be deposited into the Escrow Account and thereafter released in accordance with the terms and conditions of the Escrow Agreement and this Agreement;

The amount of the Purchase Price as deposited into the Escrow Account are referred to as the “Escrow Funds”.

For Credit To: ​ IOTA Trust Account

At Closing, the Purchaser shall wire ​ (the “Escrow Funds”), to ​ 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”);

Once a proposed acquisition(s) of a business(es) meeting the above criteria has (have) been identified, Rule 419 requires the Company to update the registration statement of which this Agreement is a part with a post-effective amendment. The post-effective amendment must contain information about: the proposed acquisition candidate(s) and its business(es), including audited financial statements; the results of this offering; and the use of the funds to be disbursed from the Escrow Account. The post-effective amendment must also include the terms of the reconfirmation offer mandated by Rule 419. The reconfirmation offer must include certain prescribed conditions (e.g., the offering must be confirmed by Subscribers who represent 80% of the Offering Proceeds), which must be satisfied before the Deposited Funds and Deposited Securities can be released from escrow.