Exhibit 10.3


 


ESCROW AGREEMENT


 


Escrow Agreement (the “Escrow
Agreement”), dated as of the effective date (the “Effective Date”) set forth on Schedule 1 hereto
(“Schedule 1”), by and among the corporation identified as the “Company” on Schedule 1 hereto (the
“Company”), the limited liability company identified as the “Depositor” on Schedule 1 hereto (the
“Depositor”), and Delaware Trust Company, as escrow agent hereunder (the “Escrow Agent”).


 


WHEREAS, the Company
seeks to complete a private placement offering (the “Offering”) of a minimum of $2,000,000 in net proceeds (the
“Minimum Amount”) up to a maximum of $3,000,000 in net proceeds (the “Maximum Amount”) (subject
to increase of an additional $500,000 in net proceeds (the “Over-Allotment Option Amount”) upon mutual agreement
of the Company and Depositor) in principal amount of the Company’s 12% Senior Secured Promissory Notes (the “Notes”),
at a purchase price of 100% (par) per Note (the “Purchase Price”), pursuant to the terms of a Subscription Agreement
between the Company and the subscribers(s) set forth on the signature pages affixed thereto (the “Subscription Agreement”);
and


 


WHEREAS, the Offering
is being made on a reasonable best efforts basis until the Maximum Amount or Maximum Amount plus the Over-Allotment Option Amount
is reached, pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”)
and/or Rule 506(b) of Regulation D (“Regulation D”) and/or Regulation S (“Regulation S”)
as promulgated by the U.S. Securities and Exchange Commission (the “SEC”) thereunder; and


 


WHEREAS, Notes may
be offered through July 22, 2016 (the “Initial Offering Period”), which period may be extended for fifteen (15)
days if agreed to by the Company and the Depositor (this additional period and the Initial Offering Period shall be referred to
as the “Offering Period”); and


 


WHEREAS, the Minimum
Amount of subscriptions for Notes is needed to complete the initial closing under the Offering (the “Initial Closing”)
and such Initial Closing is also subject to the satisfaction of other closing conditions (collectively, the “Initial Closing
Conditions”); and


 


WHEREAS, after
the Initial Closing, the Company and the Depositor may mutually agree to continue the Offering until the Maximum Amount or Maximum
Amount plus the Over-Allotment Option Amount has been reached or the end of the Offering Period, whichever is earlier, and subsequent
closings (each, a “Subsequent Closing”) may take place on an intermittent basis, as deemed practical by the
Company and the Depositor, conditioned on the receipt of acceptable subscriptions (this requirement for the receipt of acceptable
subscriptions, together with certain other conditions to closing, are collectively referred to as the “Subsequent Closing
Conditions”); and





 


WHEREAS, the subscribers
in the Offering (the “Subscribers”), in connection with their intent to purchase Notes in the Offering, shall
execute and deliver the Subscription Agreement and certain related documents memorializing the Subscribers’ agreements to
purchase and the Company’s agreement to sell the number of Notes set forth therein at the Purchase Price; and


 




     


     


    

 


WHEREAS, the parties
hereto desire to provide for the safekeeping of the Escrow Deposit (as defined below) until such time as the Escrow Deposit is
released by the Escrow Agent in accordance with the terms and conditions of this Agreement; and


 


WHEREAS, the Escrow
Agent has agreed to accept, hold, and disburse the Escrow Deposit deposited with it and the earnings thereon in accordance with
the terms of this Escrow Agreement.


 


NOW
THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree
as follows:


 


1.          Appointment.  The
Company and Depositor hereby appoint the Escrow Agent as their escrow agent for the purposes set forth herein, and the Escrow Agent
hereby accepts such appointment under the terms and conditions set forth herein.


 


2.          Escrow
Fund.  On or before the Initial Closing, or on or before any Subsequent Closing with respect to the Notes sold
after the Initial Closing, each Subscriber shall have delivered to the Escrow Agent the full Purchase Price for the total number
of Notes subscribed for by such Subscriber by check sent to the Escrow Agent at its address set forth on Schedule 1 hereto,
or by wire transfer of immediately available funds pursuant to the wire transfer instructions set forth on Schedule 2 hereto,
to the account of the Escrow Agent referenced on Schedule 2 hereto. All funds received from the Subscribers in connection
with the sale of the Notes in the Offering shall be deposited with the Escrow Agent (the “Escrow Deposit”).
The Escrow Agent shall hold the Escrow Deposit and, subject to the terms and conditions hereof, shall invest and reinvest the Escrow
Deposit and the proceeds thereof (the “Escrow Fund”) as directed in Section 3 hereto.


 


3.          Investment
of Escrow Fund.  During the term of this Escrow Agreement, the Escrow Fund shall be invested and reinvested by
the Escrow Agent in the investment indicated on Schedule 1 hereto, or such other investments as shall be directed jointly
in writing by the Company and the Depositor and as shall be acceptable to the Escrow Agent. All investment orders involving U.S.
Treasury obligations, commercial paper and other direct investments may be executed through broker-dealers selected by the Escrow
Agent. Periodic statements will be provided to the Company and the Depositor reflecting transactions executed on behalf of the
Escrow Fund. The Company and the Depositor, upon written request, will receive a statement of transaction details upon completion
of any securities transaction in the Escrow Fund without any additional cost. The Escrow Agent shall have the right to liquidate
any investments held in order to provide funds necessary to make required payments under this Escrow Agreement. The Escrow Agent
shall have no liability for any loss sustained as a result of any investment in an investment indicated on Schedule 1 hereto,
or any investment made pursuant to the instructions of the parties hereto or as a result of any liquidation of any investment prior
to its maturity or for the failure of the parties to give the Escrow Agent instructions to invest or reinvest the Escrow Fund.
The Escrow Agent may earn compensation in the form of short-term interest (“float”) on items like uncashed distribution
checks (from the date issued until the date cashed), funds that the Escrow Agent is directed not to invest, deposits awaiting investment
direction or received too late to be invested overnight in previously directed investments.


 




    	 	2	 



     


    

 


4.          Disposition
and Termination.  The Depositor and the Company agree to notify the Escrow Agent in writing of any valid revocations
and the Initial Closing date of the Offering. Additionally, subsequent to an Initial Closing, the Depositor and the Company agree
to notify the Escrow Agent in writing of Subsequent Closing dates, if any, and of the termination of the Offering. Upon receipt
of such written notification(s), the following procedures will take place:


 


		(i)	Release of Escrow Fund upon Initial Closing. Prior
to the Initial Closing, the Company and the Depositor shall deliver to the Escrow Agent joint written instructions executed by
a duly authorized executive officer of each of the Company and the Depositor (“Instructions”), which Instructions
shall provide the day designated as the Initial Closing date, and shall specify the time and payment instructions, including the
address and tax identification number of each payee, of the Escrow Fund, including with respect to placement fees that may be
disbursed to the Depositor or to any other placement agent or selected dealer with respect to the Offering. Further, the Instructions
shall include an acknowledgement and agreement from the Company and the Depositor that as of the Initial Closing date, the Initial
Closing Conditions have been or will be fully satisfied. The Escrow Agent shall, at the time and in accordance with the payment
instructions specified in the Instructions, deliver the Escrow Fund (without interest).



 


		(ii)	Release of Escrow Fund upon a Subsequent Closing.
Prior to a Subsequent Closing, the Company and the Depositor shall deliver Instructions to the Escrow Agent, which Instructions
shall provide the day designated as the Subsequent Closing date, and acknowledge and agree that as of the Subsequent Closing date
the Subsequent Closing Conditions have been or will be fully satisfied and shall specify the time and payment instructions, including
the address and tax identification number of each payee, of the Escrow Fund, including with respect to placement fees that may
be disbursed to the Depositor or to any other placement agent or selected dealer. The Escrow Agent shall, at the time and in accordance
with the payment instructions specified in the Instructions, deliver the then Escrow Fund (without interest).



 


		(iii)	Release of Escrow Fund on Termination of Offering.
In the event that the Escrow Agent shall have received written notice executed by a duly authorized executive officer of each
of the Company and the Depositor indicating that the Offering has been terminated prior to the Initial Closing and designating
a termination date, the Escrow Agent shall return to each Subscriber, the Purchase Price (without interest and deduction) delivered
by such Subscriber to the Escrow Agent. The Company and the Depositor shall provide the Escrow Agent with time and payment instructions,
including the address and tax identification number of each payee, for each Subscriber whose Purchase Price the Escrow Agent is
to deliver pursuant to this Section (but in no case shall the Escrow Agent deliver such Exercise Price more than three (3) business
days following receipt by the Escrow Agent of such delivery instructions).



 




    	 	3	 



     


    

 


		(iv)	Return of Escrow Fund on Rejection of Subscription.
In the event the Company determines it is necessary or appropriate to reject the subscription of any Subscriber for whom the Escrow
Agent has received an Escrow Deposit, the Company shall deliver written notice of such event to the Escrow Agent and the Depositor
which notice shall include the time and payment instructions, including the address and tax identification number of each payee,
for the return to such Subscriber of the Purchase Price delivered by such Subscriber. The Escrow Agent shall deliver such funds
(without interest and deduction) pursuant to such written notice.



 


		(v)	Return of Escrow Fund on Revocation of Subscription.
In the event that the Escrow Agent shall have received written notice executed by a duly authorized executive officer of each
of the Company and the Depositor indicating that any subscription has been revoked prior to the Initial Closing, pursuant to the
subscription agreement between the Company and the relevant Subscriber, the Escrow Agent shall return to such revoking Subscriber,
the Purchase Price (without interest and deduction) delivered by such Subscriber to the Escrow Agent. The Company and the Depositor
shall provide the Escrow Agent with time and payment instructions, including the address and tax identification number of each
payee, for each Subscriber whose Purchase Price the Escrow Agent is to deliver pursuant to this Section (but in no case shall
the Escrow Agent deliver such Purchase Price more than three (3) business days following receipt by the Escrow Agent of such delivery
instructions).



 


		(vi)	Delivery Pursuant to Court Order. Notwithstanding
any provision contained herein, upon receipt by the Escrow Agent of a final and non-appealable judgment, order, decree or award
of a court of competent jurisdiction (a “Court Order”), the Escrow Agent shall deliver the Escrow Fund in accordance
with the Court Order. Any Court Order shall be accompanied by an opinion of counsel for the party presenting the Court Order to
the Escrow Agent (which opinion shall be satisfactory to the Escrow Agent) to the effect that the court issuing the Court Order
has competent jurisdiction and that the Court Order is final and non-appealable.



 


Upon delivery of
the Escrow Fund by the Escrow Agent (i) to the Company following the Initial Closing, if there are to be no Subsequent Closings,
(ii) to the Company following the final Subsequent Closing, or (iii) to the Subscribers upon termination of the Offering prior
to the Initial Closing, as the case may be, and in each case notice of termination of the Offering having been delivered by the
Company and the Depositor to the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8.


 




    	 	4	 



     


    

 


5.          Escrow
Agent.  The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties
shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other
than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any
written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented
by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or
content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund.
The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent
jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss
to the Company or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or
through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult
with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for
anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants
or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive
instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow
Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property
held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment
of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the
Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited
to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form
of action.


 


6.          Succession.  The
Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving ten (10) Business Days (as defined
below) advance notice in writing of such resignation to the other parties hereto specifying a date when such resignation shall
take effect. The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent,
plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the
termination of the Escrow Agreement. Any corporation or association into which the Escrow Agent may be merged or converted or with
which it may be consolidated shall be the Escrow Agent under this Escrow Agreement without further act.


 


7.          Fees.  The
Company agrees to (i) pay the Escrow Agent upon the Closing and from time to time thereafter reasonable compensation for the services
to be rendered hereunder, which unless otherwise agreed in writing shall be as described in Schedule 4 hereto, and (ii)
pay or reimburse the Escrow Agent upon request for all expenses, disbursements and advances, including reasonable attorney’s
fees and expenses, incurred or made by it in connection with the preparation, execution, performance, delivery, modification and
termination of this Escrow Agreement. The Escrow Agent is authorized to deduct such fees from the Escrow Fund at the time of the
Initial Closing without prior authorization from the Company or the Depositor. In the event that the Offering is terminated prior
to the Initial Closing, the Company agrees to pay the Escrow Agent the Review Fee and the Acceptance Fee as described in Schedule
4 hereto.


 




    	 	5	 



     


    

 


8.          Indemnity.  The
Company shall indemnify and save harmless the Escrow Agent and its directors, officers, agents and employees (the “indemnitees”)
from all loss, liability or expense (including the reasonable fees and expenses of in house or outside counsel) arising out of
or in connection with (i) the Escrow Agent’s execution and performance of this Escrow Agreement, except in the case of any
indemnitee to the extent that such loss, liability or expense is due to the gross negligence or willful misconduct of such indemnitee,
or (ii) its following any instructions or other directions from the Company and/or the Depositor, except to the extent that (x)
its following any such instruction or direction is in violation of the terms hereof or (y) such loss, liability or expense is due
to the gross negligence or willful misconduct of a Depositor, in which case such Depositor shall be the indemnifying party hereunder.
The parties hereto acknowledge that the foregoing indemnities shall survive the resignation or removal of the Escrow Agent or the
termination of this Escrow Agreement.


 


9.          TINs.  The
Company and the Depositor each represent that its correct TIN assigned by the Internal Revenue Service or any other taxing authority
is set forth in Schedule 1 hereto. No interest shall be payable under the Escrow Agreement. Unless otherwise indicated in
writing by the Company and the Depositor, no taxes or other withholdings are required to be made under applicable law or otherwise
with respect to any payment to be made by Escrow Agent. All documentation necessary to support a claim of exemption or reduction
in such taxes or other withholdings has been timely collected by Company and the Depositor and copies will be provided to Escrow
Agent promptly upon a request therefor. Unless otherwise agreed to in writing by Escrow Agent, all tax returns required to be filed
with the IRS and any other taxing authority as required by law with respect to payments made hereunder shall be timely filed and
prepared by Company and/or the Depositor, as applicable, including but not limited to any applicable reporting or withholding pursuant
to the Foreign Account Tax Compliance Act (“FATCA”).  The parties hereto acknowledge and agree that the
Escrow Agent shall have no responsibility for the preparation and/or filing of any tax return or any applicable FATCA reporting with
respect to the Escrow Fund.    The Escrow Agent shall withhold any taxes it deems appropriate, including but not
limited to required withholding in the absence of proper tax documentation, and shall remit such taxes to the appropriate authorities
as it determines may be required by any law or regulation in effect at the time of the distribution..


 


10.         Notices.  All
communications hereunder shall be in writing and shall be deemed to be duly given and received:


 


		(i)	upon delivery if delivered personally or upon confirmed
transmittal if by facsimile;



 


		(ii)	on the next Business Day (as defined herein)
if sent by overnight courier; or



 


		(iii)	four (4) Business Days after mailing if mailed by prepaid
registered mail, return receipt requested, to the appropriate notice address set forth on Schedule 1 hereto or at such
other address as any party hereto may have furnished to the other parties in writing by registered mail, return receipt requested.



 




    	 	6	 



     


    

 


Notwithstanding the above, in the case of communications
delivered to the Escrow Agent pursuant to (ii) and (iii) of this Section 10, such communications shall be deemed to have been given
on the date received by the Escrow Agent. In the event that the Escrow Agent, in its sole discretion, shall determine that an emergency
exists, the Escrow Agent may use such other means of communication as the Escrow Agent deems appropriate. “Business Day”
shall mean any day other than a Saturday, Sunday or any other day on which the Escrow Agent located at the notice address set forth
on Schedule 1 hereto is authorized or required by law or executive order to remain closed.


 


11.         Security
Procedures.  In the event funds transfer instructions are given (other than in writing at the time of execution
of this Escrow Agreement), whether in writing, by telecopier or otherwise, the Escrow Agent is authorized to seek confirmation
of such instructions by telephone call-back to the person or persons designated on Schedule 3 hereto, and the Escrow Agent
may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers
for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. The Escrow Agent and the
beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided
by the Company or the Depositor to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank.
The Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even
where its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s
bank or an intermediary bank designated. The parties to this Escrow Agreement acknowledge that these security procedures are commercially
reasonable.


 


12.         Miscellaneous.  The
provisions of this Escrow Agreement may be waived, altered, amended or supplemented, in whole or in part, only by a writing signed
by all of the parties hereto. Neither this Escrow Agreement nor any right or interest hereunder may be assigned in whole or in
part by any party, except as provided in Section 6, without the prior consent of the other parties, which consent shall not be
unreasonably withheld. This Escrow Agreement shall be governed by and construed under the laws of the State of Delaware. Each party
hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents
to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of the courts
located in the State of Delaware. The parties further hereby waive any right to a trial by jury with respect to any lawsuit or
judicial proceeding arising or relating to this Escrow Agreement. No party to this Escrow Agreement is liable to any other party
for losses due to, or if it is unable to perform its obligations under the terms of this Escrow Agreement because of, acts of God,
fire, floods, strikes, equipment or transmission failure, or other causes reasonably beyond its control. This Escrow Agreement
may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 




    	 	7	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Subscription Escrow Agreement as of the date set forth in Schedule 1. 


 


	 	Delaware Trust Company 
	 	as Escrow Agent
	 	 	 
	 	By: 	/s/ Alan R. Halpern
	 	Name:  	Alan R. Halpern
	 	Title:	Vice President
	 	 	 
	 	COMPANY:
	 	 
	 	ENUMERAL BIOMEDICAL HOLDINGS, INC.
	 	 
	 	By: 	/s/ Kevin G. Sarney
	 	Name:  	Kevin G. Sarney  
	 	Title:	VP of Finance, Chief Accounting Officer
	 	 
	 	DEPOSITOR:
	 	 	 
	 	KATALYST SECURITIES LLC
	 	 	 
	 	By: 	/s/ Michael A. Silverman
	 	Name:	Michael A. Silverman
	 	Title:	Managing Director


 




     


     


    

 


Schedule 1


 


	Effective Date:	July 7, 2016
	 	 
	Name of Company:	Enumeral Biomedical Holdings, Inc.
	 	 
	Company Notice Address:	200 Cambridge Park Drive, Suite 2000
	 	Cambridge, MA 02140
	 	 
	Facsimile:	617-945-9148
	 	 
	Company TIN:	99-0376434
	 	 
	With a copy to:	Duane Morris LLP
	 	1540 Broadway 
	 	New York, NY 10036
	 	Attn: Michael D. Schwamm
	 	 
	Facsimile:	212 208 4451
	 	 
	Name of Depositor:	 
	 	 
	Depositor:	Katalyst Securities LLC
	 	1330 Avenue of the Americas, 14th
    Floor
	 	New York, NY 10019
	 	Attn: Michael A. Silverman
	 	 
	Depositor TIN:	23-3071873
	 	 
	With a copy to:	CKR Law LLP
	 	1330 Avenue of the Americas, 14th Floor
	 	New York, NY 10019
	 	Attn: Scott Rapfogel
	 	 
	Facsimile:	(212) 259-8200
	 	 
	 	and
	 	 
	With a copy to:	Barbara J. Glenns, Esq.
	(which shall not	30 Waterside Plaza, Suite 25G
	constitute notice)	New York, NY 10010
	 	 
	Facsimile:	(212) 689-6578
	 	 
	Escrow Deposit:	Up to net of $3,500,000,
    in whole or in parts 
	 	 
	Security:	12% Senior Secured Promissory Notes
	 	 
	Purchase Price:	100% (par) per Note


 




     


     


    

 


Investment:


 


		 ̈	Goldman Sachs Financial Square Funds Prime Obligations Fund Service
Shares (the “Share Class”), an institutional money market mutual fund for which the Escrow Agent serves as shareholder
servicing agent and/or custodian or subcustodian. The parties hereto: (i) acknowledge Escrow Agent’s disclosure of the services
Escrow Agent is providing to and the fees it receives from Goldman Sachs; (ii) consent to the Escrow Agent’s receipt of these
fees in return for providing shareholder services for the Share Class; and (iii) acknowledge that the Escrow Agent has provided
on or before the date hereof a Goldman Sachs Financial Square Funds Prime Obligations Fund Service Shares prospectus which discloses,
among other things, the various expenses of the Share Class and the fees to be received by the Escrow Agent.



 


		 ̈	Such other investments as Company, Depositor and Escrow Agent may
from time to time mutually agree upon in a writing executed and delivered by the Company and the Depositor and accepted by the
Escrow Agent. 



 


		x	The funds shall not be invested. 



 


Escrow
Agent notice address:


 


	 	Delaware Trust Company
	 	2711 Centerville Road
	 	One Little Falls Centre 
	 	Wilmington, DE  19808
	 	Attention:  Alan R. Halpern
	 	Fax No.:  302-636-8666


 


Escrow Agent’s compensation:  See
Appended Schedule 4.


 




     


     


    

 


Schedule 2


 


Wire
Instructions


 


PNC Bank


300 Delaware Avenue


Wilmington DE 19899


ABA# 031100089


SWIFT Code: PNCCUS33


Account Name:  Delaware Trust Company


Account Number:  5605012373


FFC:  ENUMERAL BIOMEDICAL HOLDINGS, INC. Subscription
Escrow #2; Account # 79-2702


 


MUST INCLUDE THE
SUBSCRIBER’S NAME


 




     


     


    

 


Schedule 3


 


Telephone Number(s) for Call-Backs and


Person(s) Designated to Confirm Funds
Transfer Instructions


 


If to Company:


 


	 	Name	 	Telephone Number(s)
	 	 	 	 
	1.	Kevin G. Sarney	 	617-674-1872
	 	 	 	 
	2.	Matthew A. Ebert	 	617-800-0610


 


If to Depositor:


 


	 	Name	 	Telephone Number(s)
	 	 	 	 
	1.	Michael A. Silverman	 	917-696-1708
	 	 	 	 
	2.	Barbara J. Glenns	 	212-689-6153


 


Telephone call-backs may be made to the Company
and the Depositor if joint instructions are required pursuant to this Escrow Agreement.


 




     


     


    

 


Schedule 4


 


REVIEW FEE:


 


For initial examination
of the Escrow Agreement and all supporting documents. This is a one-time fee payable upon execution of the agreement.


 


$500.00


 


ACCEPTANCE FEE:


 


For initial services
associated with establishing the Escrow Account. This is a one-time fee payable upon execution of the agreement.


 


$500.00


 


ANNUAL ADMINISTRATION FEE:


 


An annual charge or
any portion of a 12-month period thereof. This fee is payable 45 days after the opening of the Escrow Account or prior to the final
disbursement of the Escrow Fund, whichever event occurs first, and in advance of the annual anniversary date thereafter. This
charge is not prorated for the first year. There is an additional annual charge of $250.00/subaccount opened.


 


$1,500.00 covering up to 100 deposits.
There will be an additional administration fee of $750.00 for each block of 50 deposits over the initial 100 deposits.


 


TRANSACTION FEES:


 


Wire transfer of fund: $35.00/domestic
wire initiated; $50.00/international wire initiated


 


Checks Cut: $10.00/check cut


 


Securities Purchase (Buy and Sell): $50.00/transaction


 


Returned Check: $30.00/returned item


 


Out-of-pocket expenses,
fees and disbursements and services of an unanticipated or unexpected nature are not included in the above schedule.