Escrow Agreement and Confession of Judgment received November 6, 2018

All capitalized terms referenced herein, unless otherwise defined, are as defined in the PSA.  Seller and Validity Guarantors have provided the above-referenced COJ in connection with the PSA. Purchaser and Seller have agreed that the COJ shall be deposited with you, as escrow agent, subject to the terms hereof. You are hereby agreeing to act in the capacity of escrow agent and to hold the COJ in escrow for release upon the conditions outlined below. Seller agrees to compensate you at the rate of $500 per annum, payable at closing of the PSA and at each anniversary of the PSA, for such services.

2.       Purchaser provides a signed written statement .that at least 4 days have elapsed since Purchaser's notification to Seller of default under the PSAand the default has not been cured.

1.       Upon the satisfaction of the Conditions Precedent set forth in Section A, you are instructed to close this transaction and to release the COJ to Purchaser immediately.

l.       You are instructed to give email confirmation of the closing of this transaction and the release of any COJ to the undersigned at the corresponding email addresses, immediately upon the occurrence thereof.

2.      You are entitled to rely upon the authenticity of the documents provided by Purchaser and upon the assertions made therein without further investigation.

Kindly acknowledge your receipt of these instructions, and your agreement to strictly comply with the same, by signing below. Notwithstanding your failure to sign, and/or deliver a signed copy of, this letter, your act of releasing any of the COJ shall constitute your unconditional agreement to strictly comply with these instructions.