Exhibit 10.5





 













Exhibit 10.5

 




ESCROW AGREEMENT

 



(Basic Three Party Escrow)

 


THIS
ESCROW AGREEMENT is entered into as of December 14, 2017, by and
among Preprogen LLC, a Delaware limited liability company
(“Party A”), QuantRx Biomedical Corporation, a Nevada
corporation (“Party B”, and together with Party A,
sometimes referred to individually as “Party”
and collectively as the
“Parties”), and JPMorgan Chase Bank, N.A. (the
“Escrow Agent”).


 



WHEREAS, the Parties have agreed to deposit in escrow
certain funds and wish such deposit to be subject to the terms and
conditions set forth herein.

 



1.            

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





 



2.            

Fund; Investment. (a) Party A agrees to
deposit with Escrow
Agent the sum of $ 400,000 (“Escrow Deposit”). Escrow
Agent shall hold the Escrow Deposit in one or more demand deposit
accounts and shall invest and reinvest the Escrow Deposit and the
proceeds thereof (“Fund”) in an interest bearing demand
deposit account at JPMorgan Chase Bank, N.A., or a successor
investment offered by Escrow Agent. Interest bearing demand deposit
accounts have rates of interest or compensation that may vary from
time to time as determined by the Escrow Agent.





 


Instructions
to make any other investment (“Alternative
Investment”), and any instruction to change investments must
be in a joint writing and executed by an Authorized Representative
(as defined in Section 3 below), of each of the Parties and shall
specify the type and identity of the investments to be purchased
and/or sold.

 


(b) All
interest or other income earned under this Agreement shall be
allocated to Party B and reported, by Escrow Agent to the IRS, or
any other taxing authority, on IRS Form 1099 or 1042S (or other
appropriate form) as income earned from the Escrow Deposit by Party
B whether or not said income has been distributed during such year.
The Parties hereby represent to Escrow Agent that no other tax
reporting of any kind is required given the underlying transaction
giving rise to this Agreement.

 



3.            

Disposition and Termination. (a) The
Parties may at any time jointly deliver to the Escrow Agent
instructions in substantially the form of Exhibit A-1 attached
hereto executed by an Authorized Representative of each Party
instructing the Escrow Agent to distribute all or a portion of the
Fund. Within three (3) Business Days after the date on which the
Escrow Agent receives (i) joint instructions in substantially the
form of Exhibit A-1 attached hereto executed by an Authorized
Representative of each Party or (ii) a Final Order directing
payment of all or a portion of the Fund, the Escrow Agent shall
disburse the portion of the Fund set forth in such joint written
instructions or Final Order, as applicable, to the persons or
accounts designated in such joint written instructions or Final
Order. For purposes of this Agreement, a “Final Order”
means a final and non-appealable order, judgment or decree of a
court of competent jurisdiction accompanied by a written
certification from counsel for Party A or Party B, as applicable,
attesting that such order, judgment or decree is final and not
subject to further proceedings or appeal along with a written
instruction from an Authorized Representative of Party A or Party
B, as applicable, given to effectuate such order, judgment or
decree and the Escrow Agent shall be entitled conclusively to rely
upon any such certification and instruction and shall have no
responsibility to review the order, judgment or decree to which
such certification and instruction refers or to make any
determination as to whether such order, judgment or decree is
final.






 


(b)
Notwithstanding anything to the contrary set forth in Section 8,
any instructions setting forth, claiming, objecting to, or in any
way related to the transfer or distribution of the Fund, must be in
writing and executed by the appropriate Party or Parties as
evidenced by the signatures of the person or persons signing this
Agreement or one of their designated persons as set forth on the
Designation of Authorized Representatives attached hereto as
Schedules 1-A and 1-B (each an “Authorized
Representative”). Each Designation of Authorized
Representatives shall be signed by the Secretary, any Assistant
Secretary or other duly authorized officer of the named Party. No
such instruction shall be deemed delivered and effective unless
Escrow Agent actually shall have received it on a Business Day by
facsimile or as a Portable Document Format (“PDF”)
attached to an email at the fax number or email address set forth
in Section 8 and in the case of a facsimile, as evidenced by a
confirmed transmittal to the Party’s or Parties’
transmitting fax number and Escrow Agent has been able to satisfy
any applicable security procedures as may be required hereunder.
Escrow Agent shall not be liable to any Party or other person for
refraining from acting upon any instruction for or related to the
transfer or distribution of the Fund if delivered to any other fax
number or email address, including but not limited to a valid email
address of any employee of Escrow Agent.

 


 





 

-1-








 






 

 


(c) The
persons designated as Authorized Representatives and telephone
numbers for same may be changed only in a writing executed by an
Authorized Representative or other duly authorized officer of the
applicable Party setting forth such changes and actually received
by Escrow Agent via facsimile or as a PDF attached to an email.
Escrow Agent will confirm any such change in Authorized
Representatives by a telephone callback or email confirmation to an
Authorized Representative and Escrow Agent may rely and act upon
the confirmation of anyone purporting to be that Authorized
Representative.

 


(d)
Escrow Agent and other financial institutions, including the
beneficiary’s bank, may rely upon the identifying number of
the beneficiary, the beneficiary’s bank or any intermediary
bank included in a funds transfer instructions, even if it
identifies a person different from the beneficiary, the
beneficiary’s bank or intermediary bank identified by
name.

 


(e) As
used in this Section 3, “Business Day” shall mean any
day other than a Saturday, Sunday or any other day on which Escrow
Agent located at the notice address set forth below is authorized
or required by law or executive order to remain closed. The Parties
acknowledge that the security procedures set forth in this Section
3 are commercially reasonable. Upon delivery of the Fund in full by
Escrow Agent pursuant to this Section 3, this Agreement shall
terminate and the related account(s) shall be closed, subject to
the provisions of Sections 6 and 7.

 


(f)
Notwithstanding anything to the contrary contained in this
Agreement, in the event that an electronic signature is affixed to
an instruction issued hereunder to disburse or transfer funds, such
instruction shall be confirmed by a verifying callback (or email)
to an Authorized Representative.

 



4.            

Escrow Agent. Escrow Agent shall have
only those duties as are specifically and expressly provided
herein, and no other duties, including but not limited to any
fiduciary duty, shall be implied. Escrow Agent has no knowledge of,
nor any obligation to comply with, the terms and conditions of any
other agreement between the Parties, nor shall Escrow Agent be required to
determine if any Party has complied with any other agreement.
Escrow Agent may conclusively rely upon any written notice,
document, instruction or request delivered by the Parties believed
by it to be genuine and to have been signed by an Authorized
Representative(s), as applicable, without inquiry and without
requiring substantiating evidence of any kind and Escrow Agent
shall be under no duty to inquire into or investigate the validity,
accuracy or content of any such document, notice, instruction or
request. Escrow Agent shall not be liable for any action taken,
suffered or omitted to be taken by it in good faith except to the
extent that Escrow Agent's gross negligence, willful misconduct or
fraud was the cause of any direct loss to either Party. Escrow
Agent may execute any of its powers and perform any of its duties
hereunder directly or through affiliates or agents. In the event
Escrow Agent shall be uncertain, or believes there is some
ambiguity, as to its duties or rights hereunder, or receives
instructions, claims or demands from any Party hereto which in
Escrow Agent’s judgment conflict with the provisions of this
Agreement, or if Escrow Agent receives conflicting instructions
from the Parties, Escrow Agent shall be entitled either to: (a)
refrain from taking any action until it shall be given (i) a joint
written direction executed by Authorized Representatives of the
Parties which eliminates such conflict or (ii) a court order issued
by a court of competent jurisdiction (it being understood that
Escrow Agent shall be entitled conclusively to rely and act upon
any such court order and shall have no obligation to determine
whether any such court order is final); or (b) file an action in
interpleader. Escrow Agent shall have no duty to solicit any
payments which may be due it or the Fund, including, without
limitation, the Escrow Deposit nor shall the Escrow Agent have
any duty or obligation to confirm or verify the accuracy or
correctness of any amounts deposited with it hereunder. The Parties
grant to Escrow Agent a lien and security interest in the Escrow
Fund in order to secure any indemnification obligations of the
Parties or obligation for fees or expenses owed to the Escrow Agent
hereunder. Anything in this Agreement to the contrary
notwithstanding, in no event shall Escrow Agent be liable for
special, incidental, punitive, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost
profits), even if Escrow Agent has been advised of the likelihood
of such loss or damage and regardless of the form of
action.





 


 




 

-2-








 






 

 



5.            

Succession. Escrow Agent may resign and
be discharged from its duties or obligations hereunder by giving
not less than thirty (30) days advance notice in writing of such
resignation to the Parties, or may be removed, with or without
cause, by the Parties at any time after giving not less than thirty
(30) days prior joint written notice to the Escrow Agent. Escrow
Agent’s sole responsibility after such applicable thirty (30)
day notice period expires shall be to hold the Fund (without any
obligation to reinvest the same) and to deliver the same to a
designated substitute escrow agent, if any, appointed by the
Parties, or such other person designated by the Parties, or in
accordance with the directions of a final court order, at which
time Escrow
Agent’s obligations hereunder shall cease and terminate. If
prior to the effective resignation or removal date, the Parties
have failed to appoint a successor escrow agent, or to instruct the
Escrow Agent to deliver the Fund to another person as provided
above, or if such delivery is contrary to applicable law, at any
time on or after the effective resignation date, Escrow Agent
either (a) may interplead the Fund with a court located in the
State of New York and the costs, expenses and reasonable
attorney’s fees which are incurred in connection with such
proceeding may be charged against and withdrawn from the Fund; or
(b) appoint a successor escrow agent of its own choice. Any
appointment of a successor escrow agent shall be binding upon the
Parties and no appointed successor escrow agent shall be deemed to
be an agent of Escrow Agent. Escrow Agent shall deliver the Fund to
any appointed successor escrow agent, at which time Escrow
Agent’s obligations under this Agreement shall cease and
terminate. Any entity into which Escrow Agent may be merged or
converted or with which it may be consolidated, or any entity to
which all or substantially all of the escrow business may be
transferred, shall be the Escrow Agent under this Agreement without
further act.





 



6.            

Compensation; Acknowledgment.
(a) The Parties agree
jointly and severally to pay Escrow Agent upon execution of this
Agreement 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 2; provided,
however, solely as between the Parties, Party A agrees that it
shall be responsible to pay the entire $2,500 Annual Administration
Fee set forth on Schedule 2.





 


           (b)
Each of the Parties further agrees to the disclosures and
agreements set forth in Schedule 2.

 



7.            

Indemnification and Reimbursement. The
Parties agree jointly and severally to indemnify and hold harmless
Escrow Agent and its agents, employees, officers and directors (the
“Indemnitees”) from and against any and all losses,
damages, claims, liabilities, costs or expenses (including
attorneys’ fees) (collectively “Losses”),
resulting directly or indirectly from (a) Escrow Agent’s
performance of this Agreement, except to the extent that such
Losses are determined by a court of competent jurisdiction to have
been caused by the gross negligence, bad faith, willful misconduct
or fraud of such Indemnitee; and (b) Escrow Agent’s
following, accepting or acting upon any instructions or directions
whether joint or several from the Parties received in accordance
with this Agreement. The Parties hereby grant Escrow Agent a right
of set-off against the Fund for the payment of any claim for
indemnification, fees, expenses and amounts owing to Escrow Agent
or an Indemnitee. The obligations set forth in this Section 7 shall
survive the resignation, replacement or removal of Escrow Agent or
the termination of this Agreement.





 



8.            

Notices. Except as otherwise expressly
required in Section 3, all communications hereunder shall be in
writing or set forth in a PDF attached to an email, , and shall be
delivered by facsimile, email or overnight courier only to the
appropriate fax number, email address, or notice address set forth
for each party as follows:





 


 If
to Party A: Preprogen LLC


4
Lemberg Court, Suite 304


Monroe
NY 10950


Attention: E.
Goldberger


Tel
No.: (845) 538-3889


Email
Address: eli@egoldco.com


 


 


If to
Party
B:                             
QuantRx Biomedical Corporation


171
Sherwood Lane


Raynham, MA
02767


Attention: Michael
Abrams


Tel
No.: (212) 980-2235


Email
Address: mabrams@burnhamhill.com


 


If to
Escrow
Agent:                          
JPMorgan Chase Bank, N.A.


 
    
                                                   
Escrow Services


4 New
York Plaza, Floor 11


New
York, NY 10004


Attention: Nadia
Moneva / Renfred Pico


Fax
No.: 212-552-2812


                                                          
Email Address:ec.escrow@jpmorgan.com


 


 




 

-3-








 






 

 



9.            

Compliance with Court Orders. In the
event that a legal garnishment, attachment, levy restraining notice
or court order is served with respect to any of the Fund, or the
delivery thereof shall be stayed or enjoined by an order of a
court, Escrow Agent is hereby expressly authorized, in its sole
discretion, to obey and comply with all such orders so entered or
issued, and in the event that Escrow Agent obeys or complies with
any such order it shall not be liable to any of the Parties hereto
or to any other person by reason of such compliance notwithstanding
such order be subsequently reversed, modified, annulled, set aside
or vacated.





 



10.            

Miscellaneous. (a) The provisions of this Agreement
may be waived, altered, amended or supplemented only by a writing
signed by the Escrow Agent and the Parties. This Agreement and any
right or interest hereunder may be assigned by a Party only in a
writing agreed upon and signed by the Agent and the Parties. This
Agreement shall be governed by and construed under the laws of the
State of New York. Each Party and Escrow Agent 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 exclusive jurisdiction of any state or federal
court sitting in New York, New York. To the extent that in any
jurisdiction either Party may now or hereafter be entitled to claim
for itself or its assets, immunity from suit, execution, attachment
(before or after judgment) or other legal process, such Party shall
not claim, and hereby irrevocably waives, such immunity. Escrow
Agent and 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 Agreement.





 


(b) No
party to this 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 Agreement because of, acts of God, fire, war, terrorism,
floods, strikes, electrical outages, equipment or transmission
failure, or other causes reasonably beyond its control. This
Agreement and any joint instructions from the Parties 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 or instruction, as applicable. This Agreement may
be executed and transmitted by facsimile or as a PDF attached to an
email and each such execution shall be of the same legal effect,
validity and enforceability as a manually executed, original,
wet-inked
signature. If any provision of this Agreement is held to be
illegal, invalid, or unenforceable, the validity of the remaining
portions of this Agreement shall not be affected. The Parties each
represent, warrant and covenant that (i) each document, notice,
instruction or request provided by such Party to Escrow Agent shall
comply with applicable laws and regulations; (ii) such Party has
full power and authority to enter into, execute and deliver this
Agreement and to perform all of the duties and obligations to be
performed by it hereunder; and (iii) the person(s) executing this
Agreement on such Party’s behalf and certifying Authorized
Representatives in the applicable Schedule 1 have been duly and
properly authorized to do so, and each Authorized Representative of
such Party has been duly and properly authorized to take the
actions specified for such person in the applicable Schedule 1.
Except as expressly provided in Section 7 above, nothing in this
Agreement, whether express or implied, shall be construed to give
to any person or entity other than Escrow Agent and the Parties any
legal or equitable right, remedy, interest or claim under or in
respect of the Fund or this Agreement.

 


[Signature
Page Follows]

 


 

 




 

-4-








 







IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date set forth above.

 


 

 



PARTY A

 



PREPROGEN LLC

 


 

 



By: /s/ Mayer
Goldberger

 



Name: Mayer
Goldberger

 



Title: Founder

 


 

 


 

 


PARTY
B

 



QUANTRX BIOMEDICAL CORPORATION

 


 

 



By: /s/ Shalom Z.
Hirschman

 



Name: Dr. Shalom Z.
Hirschman

 



Title: Chief Executive
Officer

 


 

 


 

 


JPMORGAN
CHASE BANK, N.A.,

 


As
Escrow Agent

 


 

 


By: /s/
Christopher Palermo

 


Name:
Christopher Palermo

 


Title:
Vice President

 


 

 
[Signature Page to Escrow
Agreement]



 



-5-








 






EXHIBIT
A-1

 



Form of Escrow Release Notice – Joint
Instructions


 


 


JPMorgan
Chase Bank, N.A., Escrow Services


[Address]


[Fax
No.]


[Email
Address]


 


Date:


 


Re:
Preprogen LLC, QuantRx Biomedical Corporation – Escrow
Agreement dated [ ]


Escrow
Account no. [ ]


 


Dear
Sir/Madam:


 


We
refer to an escrow agreement dated [ ] between Preprogen LLC,
QuantRx Biomedical Corporation and JPMorgan Chase Bank, N.A., as
Escrow Agent (the “Escrow Agreement”).


 


Capitalized
terms in this letter that are not otherwise defined shall have the
same meaning given to them in the Escrow Agreement.


 


The
Parties instruct the Escrow Agent to release the Fund, or the
portion specified below, to the specified party as instructed
below.


 


Amount


(In
writing)


Beneficiary


City


Country


 



US Instructions:


 


Bank


Bank
address


ABA
Number:


Credit
A/C Name:


Credit
A/C #:


Credit
A/C Address:


If
Applicable:


FFC A/C
Name:


FFC A/C
#:


FFC A/C
Address:


 



 

-6-







 






 



International Instructions:


 


Bank
Name:


Bank
Address


SWIFT
Code:


US Pay
Through ABA:


Credit
A/C Name:


Credit
A/C # (IBAN #):


Credit
A/C Address:


If
Applicable:


FFC A/C
Name:


FFC A/C
# (IBAN #):


FFC A/C
Address:


 


 



FOR AND ON BEHALF OF PARTY A:


 


 


__________________________


Name:


Date:


Title:


 


 


 



FOR AND ON BEHALF OF PARTY B:


 


 



_________________________________


Name:


Date:


Title:


 


 

 




 

-7-








 







Schedule 1-A

 


Preprogen
LLC

 


 

 



DESIGNATION OF AUTHORIZED

 



REPRESENTATIVES

 


 

 


The
undersigned, Mayer Goldberger, being the duly elected, qualified
and acting President of Preprogen LLC (“Party A”), does
hereby certify:

 


 

 


That
each of the following Representatives is at the date hereof an
Authorized Representative, as such term is defined in the Escrow
Agreement, dated December ___, 2017, by and among Party A, Party B
and Escrow Agent (the “Escrow Agreement”), that the
signature appearing opposite each Authorized Representative’s
name below is the true and genuine signature of such Authorized
Representative, and that each Authorized Representative’s
contact information is current and up-to-date at the date hereof.
Each of the Authorized Representatives is authorized to issue
instructions, confirm funds transfer instructions by callback or
email confirmation and effect changes in Authorized
Representatives, all in accordance with the terms of the Escrow
Agreement. Callbacks or emails confirming an instruction shall be
made to an Authorized Representative other than the Authorized
Representative who issued the instruction unless (a) only a single
Authorized Representative is designated below, (b) the information
set forth below changes and is not updated by Party A such that
only the Authorized Representative who issued the instruction is
available to receive a callback or email confirmation, or (c) Party
A is an individual. Party A acknowledges that pursuant to this
Schedule, Escrow Agent is offering an option for callback or email
confirmation to a different Authorized Representative, and if Party
A nevertheless names only a single Authorized Representative or
fails to update Authorized Representative information, Party A
agrees to be bound by any instruction, whether or not authorized,
confirmed by callback to the issuer of the
instruction.


 


 


	

NAME

	

SIGNATURE

	

TELEPHONE, CELL
NUMBERS and EMAIL ADDRESSES


	

 


Mayer
Goldberger

	

 


________________

	

 


___________________________(cell)______________________(email)____________________


 







 

 




1.

Email confirmation
is only permitted to a corporate email address for purposes of this
Schedule. Any personal email addresses provided will not be used
for email confirmation.








2.

This Schedule may
be signed in counterparts and the undersigned certifies any
signature set forth on an attachment to this Schedule is the true
and genuine signature of any Authorized Representative and that
each such Representative's contact information is current and
up-to-date at the date hereof.








3.

That pursuant to
Party A’s governing documents, as amended, the undersigned
has the power and authority to execute this Designation on behalf
of Party A, and that the undersigned has so executed this
Designation this _____ day of December, 2017.








4.

Notwithstanding the
above, if Party A is an individual, no signature will be required
below.






 

 


	
 

	

 


Signature:
_____________________________


	
 

	

 


Name:
Mayer Goldberger


	
 

	

 


Title:
President







 



FOR YOUR SECURITY, PLEASE CROSS OUT ALL UNUSED SIGNATURE LINES ON
THIS SCHEDULE 1-A

 


       All
instructions, including but not limited to funds transfer
instructions, whether transmitted by facsimile or set forth in a
PDF attached to an email, must include the signature (or electronic
signature subject to the conditions set forth in the Escrow
Agreement), of the Authorized Representative authorizing said funds
transfer on behalf of such Party.

 

 


 

 




 

-8-








 







Schedule 1-B

 


QuantRx
Biomedical Corporation

 


 

 


 DESIGNATION
OF AUTHORIZED

 



REPRESENTATIVES

 


 

 


The
undersigned, ________________________, being the duly elected,
qualified and acting ________________________ of QuantRx Biomedical
Corporation (“Party B”), does hereby
certify:

 


 

 


That
each of the following persons is at the date hereof an Authorized
Representative, as such term is defined in the Escrow Agreement,
dated ________________, 2017, by and among Party A, Party B and
Escrow Agent (the “Escrow Agreement”), that the
signature appearing opposite each Authorized Representative’s
name below is the true and genuine signature of such Authorized
Representative, and that each Authorized Representative’s
contact information is current and up-to-date at the date hereof.
Each of the Authorized Representatives is authorized to issue
instructions, confirm funds transfer instructions by callback or
email confirmation and effect changes in Authorized
Representatives, all in accordance with the terms of the Escrow
Agreement. Callbacks or emails confirming an instruction shall be
made to an Authorized Representative other than the Authorized
Representative who issued the instruction unless (a) only a single
Authorized Representative is designated below, (b) the information
set forth below changes and is not updated by Party B such that
only the Authorized Representative who issued the instruction is
[available] to receive a callback or email confirmation, or (c)
Party B is an individual. Party B acknowledges that pursuant to
this Schedule, Escrow Agent is offering an option for callback or
email confirmation to a different Authorized Representative, and if
Party B nevertheless names only a single Authorized Representative
or fails to update Authorized Representative information, Party B
agrees to be bound by any instruction, whether or not authorized,
confirmed by callback to the issuer of the
instruction.

 

 


	

NAME

	

SIGNATURE

	

TELEPHONE, CELL
NUMBERS and EMAIL ADDRESSES


	

 


___________________________

	

 


___________________________

	

 


___________________________(cell)______________________


(email)____________________


	

 


___________________________

	

 


___________________________

	

 


___________________________(cell)______________________


	

 


___________________________

	

 


___________________________

	

(email)____________________


___________________________(cell)______________________


(email)____________________







 

 



 

-9-







 






 

 




1.

Email confirmation
is only permitted to a corporate email address for purposes of this
Schedule. Any personal email addresses provided will not be used
for email confirmation.








2.

This Schedule may
be signed in counterparts and the undersigned certifies any
signature set forth on an attachment to this Schedule is the true
and genuine signature of any Authorized Representative and that
each such Representative's contact information is current and
up-to-date at the date hereof.








5.

That pursuant to
Party B’s governing documents, as amended, the undersigned
has the power and authority to execute this Designation on behalf
of Party B, and that the undersigned has so executed this
Designation this _____ day of ______, 2017.








6.

Notwithstanding the
above, if Party B is an individual, no signature will be required
below.





 


 

 


	
 

	

 


Signature:
_____________________________


	
 

	

 


Name:
_____________________________


	
 

	

 


Title:
_____________________________







 

 

 



FOR YOUR SECURITY, PLEASE CROSS OUT ALL UNUSED SIGNATURE LINES ON
THIS SCHEDULE 1-B

 


       All
instructions, including but not limited to funds transfer
instructions, whether transmitted by facsimile or set forth in a
PDF attached to an email, must include the signature (or electronic
signature subject to the conditions set forth in the Escrow
Agreement) of the Authorized Representative authorizing said funds
transfer on behalf of such Party.

 

 


 







 

 





 




 

-10-