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.

Escrow Agreement. Other than the Bank and Patriot, all parties to the Escrow Agreement shall have entered into such agreement and there shall have been no notice that any such other parties do not intend to honor such agreement.

Shares Escrow. Duly executed Escrow Agreement;

Escrow Agreement. The Seller shall have delivered to the Purchaser a duly executed copies of the Escrow agreement.

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

The following two (2) events (the “Escrow Release Milestones”) will trigger the release from the Escrow Pool of the Escrowed Shares, the whole as more fully described in Schedule “B” attached hereto:

Release from Escrow. Upon the date (the “Transfer Date”) that

Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Funds and to perform in accordance with this Agreement. Seller and ​ agree that the Escrow Agent does not assume any responsibility for the failure of Seller or ​ to perform in accordance with the Purchase Agreement or this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Escrow Agent’s rights, duties, Liabilities and immunities:

Source Code Escrow. Concurrently with this Agreement, the parties shall execute a source code escrow agreement with Iron Mountain as escrow agent. By August 10, 2017, Blackbox shall deposit a copy of the source code for the Blackbox Technology as implemented in the BBTR System into a source code escrow established with Iron Mountain. Blackbox shall update the source materials escrowed thereby each time that it makes repairs, bug fixes, patches or upgrades to the Blackbox Technology. Pursuant to the escrow agreement entered into by and among the Parties and Iron Mountain, # BBTR shall be named as beneficiary, and # provided that BBTR is in compliance with the terms and conditions of this Agreement, the escrow agent shall release the Source Materials directly to BBTR if Blackbox: # files a voluntary petition of bankruptcy, # suffers or permits the appointment of a receiver for its business or assets, # becomes subject to any proceeding under, or case in, any bankruptcy or insolvency law, or (4) (vi) Blackbox announces that it has entered into an agreement to be acquired by a then named competitor of BBTR. BBTR shall be responsible for all charges incurred in establishing and maintaining such escrow account, and any annual charges of the escrow agent for the maintenance of BBTR as a beneficiary, which shall be made as a direct payment from BBTR to the escrow agent, as applicable. In the event of a release of Blackbox Technology source code pursuant to this section, said source code shall continue to be the exclusive property and Confidential Information of Blackbox or its successor in interest. In the event of a release of Blackbox Technology source code to BBTR from escrow, BBTR may only use, copy and/or modify the source code consistent with the purposes of this Agreement (or have a contractor who has agreed in writing to confidentiality provisions as restrictive as those set forth in this Agreement do so on its behalf).

Investment of Escrow Funds. So long as the Escrow Agent shall hold any funds in the Escrow Fund, the Escrow Agent shall invest such funds in such Authorized Investments as Seller may designate in writing to the Escrow Agent. For purposes of this Agreement, the term “Authorized Investments” shall mean # direct obligations of the United States of America, # any repurchase agreement or reverse repurchase agreement with any bank which is a member of the Federal Deposit Insurance Corporation (“FDIC”), and that has capital and surplus of not less than $100 million, or with any primary government bond dealer reporting to and trading with the Federal Reserve Bank of New York, provided that such agreement is secured by direct obligations of the United States of America, # shares of the Federated U.S. Government short-term fund, and # fully collateralized Certificates of Deposit of any bank which is a member of the FDIC and which has capital and surplus of not less than $100 million.