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 company identified on Schedule 1 hereto as Katalyst Securities LLC, (“Depositor
#1”), the company identified on Schedule 1 hereto as GP Nurmenkari, Inc., (“Depositor #2”) (Depositor #1 and
Depositor #2 collectively the “Depositors”) and Delaware Trust Company, as escrow agent hereunder (the “Escrow
Agent”).


 


WHEREAS,
the Company intends to offer and sell to certain investors (the “Subscribers”) and the Subscribers desire to purchase
from the Company in a private placement offering (the “Offering”), units of the Company (the “Units”)
consisting of (i) one 12% Senior Secured Convertible Promissory Note in the face amount of $1,150 (the “Note”) and
(ii) one warrant representing the right to purchase eleven thousand five hundred (11,500) shares of the Company’s common
stock, par value $0.001 per share (the “Common Stock”), exercisable for a period of five (5) years from issuance at
an exercise price of $0.10 per share. Each Note is convertible into shares of the Common Stock (the “Conversion Shares”)
at a conversion price and on the terms set forth in the Note. The Company intends to raise a minimum of gross proceeds of Five
Hundred Thousand Dollars ($500,000) (the “Minimum Offering Amount”) and a maximum of gross proceeds of Three Million
Six Hundred Thousand Dollars ($3,600,000), which includes a Six Hundred Thousand Dollar Over-Allotment Option, (the “Maximum
Offering Amount”). The offering price per Unit shall be One Thousand Dollars ($1,000.00) (the “Purchase Price”);


WHEREAS,
the Offering is being made on a reasonable best efforts basis until the Minimum Offering Amount is reached, to “accredited
investors,” as such term is defined in Rule 501 of Regulation D (“Regulation D”) as promulgated by the U.S.
Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities
Act”), in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and
Rule 506 of Regulation D;


WHEREAS,
the Units may be offered through May 19, 2017 (the “Initial Offering Period”), which period may be extended, at the
discretion of the Company and the Placement Agents (this additional period and the Initial Offering Period shall be referred to
as the “Offering Period”);


WHEREAS,
the initial closing of the Offering (the “Initial Closing”) is conditioned on the receipt of acceptable subscriptions
by the Company and the satisfaction of other closing conditions (collectively, the “Initial Closing Conditions”);


WHEREAS,
after the Initial Closing, the Company and the Depositors may mutually agree to continue the Offering until the Maximum Offering
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 Depositors, 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”);






    	 



     


    




WHEREAS,
the Subscribers in the Offering in connection with their intent to purchase the Securities in the Offering, shall execute and
deliver Subscription Agreements and certain related documents memorializing the Subscriber’s agreements to purchase and
the Company’s agreement to sell the Securities set forth therein at the Purchase Price;


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 Depositors 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 Securities
sold after the Initial Closing, each Subscriber shall have delivered to the Escrow Agent the full Purchase Price for the total
number of Securities 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 Securities 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 Depositors 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 Depositors
reflecting transactions executed on behalf of the Escrow Fund. The Company and the Depositors, 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 Depositors 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
Depositors 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 Depositors shall deliver to the Escrow Agent joint written instructions executed
                                         by a duly authorized executive officer of each of the Company and the Depositors (“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 each 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 Depositors 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 Depositors 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 each 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).







    	3 



     


    

 





		(iii)	Release
                                         of Certain Escrow Funds 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 Depositors indicating that the Offering has been terminated
                                         prior to the Initial Closing and designating a termination date, the Escrow Agent shall
                                         (i) as soon as practicable provide a copy of such termination to the Depositors and (ii)
                                         return to each Subscriber, the Purchase Price (without interest and deduction) delivered
                                         by such Subscriber to the Escrow Agent. The Company and Depositors 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) days following receipt by the Escrow Agent of such
                                         delivery instructions).









		(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 determination to the Escrow Agent and the Depositors 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 (but in no case shall the Escrow Agent deliver such Purchase
                                         Price more than three (3) days following receipt by the Escrow Agent of such delivery
                                         instructions).






		(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 Depositors 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 Depositors 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) 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.







    	4 



     


    




Upon
delivery of the Escrow Deposit 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 a 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 Depositors to the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8.


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 Depositors. 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.



    	5 



     


    




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 Depositors. 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.


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 Depositors, 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 Depositors 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 this Escrow Agreement. Unless otherwise indicated in writing
by the Company and the Depositors, 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 Depositors, 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.






    	6 



     


    




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.



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 Depositors 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. 



    	7 



     


    




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. 


SIGNATURE
PAGE TO FOLLOW


 





    	8 



     


    


 


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: Vice President of Finance,
    Chief Accounting Officer and Treasurer






 














	 	DEPOSITOR ONE:
	 	 
	 	KATALYST SECURITIES LLC






 




















	 	By:	/s/ Michael A. Silverman	 
	 	Name: Michael A. Silverman
	 	Title: Managing Director






 














	 	DEPOSITOR TWO:
	 	 
	 	GP NURMENKARI, INC.
























 


	 	By:	/s/ Robert Fitzpatrick
	 	Name: Robert Fitzpatrick
	 	Title: Chief Compliance Officer






 














	 	By:	/s/ Jeffrey Berman	 
	 	Name: Jeffrey Berman
	 	Title: Director



 







     


    


    

 


Schedule
1


















































	Effective Date:	May 9, 2017
	 	 
	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
	(which shall not constitute notice)	1540 Broadway
	 	


New
York, NY 10036



	 	Attn: Michael D. Schwamm



 








		Facsimile:	212
                                         208 4451






















































	Name of Depositor One:
    	 
	 	 
	Depositor One:	Katalyst Securities LLC
	 	1330
        Avenue of the Americas, 14th Floor



	 	New York, NY 10019
	 	Attn: Michael Silverman
	 	Email: mas@katalystsecurities.com
	Depositor One TIN:	23-3071873
	 	 
	With
    a copy to: 	Barbara J. Glenns, Esq.
	 (which
    shall not constitute notice)	30 Waterside Plaza, Suite 25G
	 	New York, NY 10010
	 	Email: bjglenns@barbarajglenns.com
	 	 
	Name of Depositor Two:	 
	 	 
	Depositor Two:	GP Nurmenkari, Inc.
	 	64 Wall Street, Suite 402
	 	Norwalk, CT 06850
	 	Email: apezone@gpnurmenkari.com
	Depositor Two TIN:	80-0560431
	 	 
	With
a copy to:	CKR Law, LP
	(which shall not constitute notice)	


1330
Avenue of the Americas, 14th Floor



	 	New York, NY 10019
	 	Attention: Scott E. Rapfogel, Esq.
	 	Email: srapfogel@ckrlaw.com
	 	 



















     


    


    













 





	Escrow Deposit:	Up to $3,600,000.00, in
    whole or in parts






 








		Security:	Unit
                                         consisting of (i) one 12% Senior Secured Convertible Promissory Note in the face amount
                                         of $1,150 (the “Note”) and (ii) one warrant representing the right to purchase
                                         eleven thousand five hundred (11,500) shares of the Company’s common stock, par
                                         value $0.001 per share (the “Common Stock”), exercisable for a period of
                                         five (5) years from issuance, at an exercise price of $0.10 per share (the “Warrants”).
                                         



 








	Purchase Price:	$1,000.00 per Unit



 





		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 the Company, the Depositors and Escrow Agent may from time to time
                                         mutually agree upon in a writing executed and delivered by the Company and the Depositors
                                         and accepted by the Escrow Agent.



 


		☒	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
	 	Email: trustadmin@delawaretrust.com
	 	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 #4; Account #
    79-2997
	 	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. 	Matthew A. Ebert	617-800-0610
	 	 	 
	2. 	Kevin G. Sarney	617-674-1872






	 	 	 
	If to Depositors:	 
	 	 	 






	 	Name		Telephone Number	 



 


	DEPOSITOR ONE - Katalyst Securities
    LLC	 
	 	 






	1.	Michael A. Silverman	917-696-1708
	 	 	 
	2.	Barbara J. Glenns	212-689-6153



 


	DEPOSITOR TWO- GP NURMENKARI, INC.	 
	 	 






	1.	Albert Pezone	212-447-5550







 


Telephone
call-backs may be made to the Company and the Depositors 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.


 


$2,250.00
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.