ESCROW
AGREEMENT


THIS
ESCROW AGREEMENT, dated as of June 8, 2018, by and among ACOLOGY, INC., a Florida corporation (the “Company”),
MARK HAINBACH (the “Seller”) and ESCROW, LLC (the “Escrow Holder” and, together with the
Company and the Seller, the “Parties”),


WITNESSETH:


WHEREAS,
the Company and the Seller have entered into an Asset Purchase Agreement, dated as of April 16, 2018, and amended on June
8, 2018 (as so amended, the “APA”); and


WHEREAS,
the APA contemplates, among other things, the sale by the Seller to the Company of the Assets, as that term is defined therein,
in consideration of the issuance by the Company to the Seller of 263,125,164 shares of its common stock, to be represented by
a certificate for 60,000,000 shares of Common Stock (the “60MM Certificate”) and a certificate for 203,125,164 shares
of Common Stock (the “203MM Certificate”);


WHEREAS,
the APA contemplates that if said shares cannot not be publicly sold by the Seller in the amounts permitted by Section 5.6
of the APA pursuant to the exemption from registration afforded by Rule 144 promulgated under the Securities Act of 1933 or pursuant
to another exemption from such registration after the expiration of six (6) months from the date of the Closing under the APA,
certain of the transactions contemplated by the APA will be undone, in one of the manners set forth in this Agreement; and


WHEREAS,
the Company and the Seller are delivering the instruments specified in this Agreement with the object that, in the events
set forth herein, they shall be disposed of in the manner set forth herein,


NOW
THEREFORE, in consideration of the premises and the mutual covenants set forth herein, the Parties agree as follows:


1.     
Appointment and Agreement of Escrow Holder. The Company and the Seller hereby appoint the Escrow Holder to
serve as, and the Escrow Holder hereby agrees to act as, the escrow holder upon the terms and conditions set forth in this Agreement.


2.     
Delivery of Instruments.


		(a)	Seller
                                         Deliveries. The Seller hereby delivers to the Escrow Holder, and the Escrow Holder
                                         acknowledges receipt of, assignments to Company of the 60MM Certificate and the 203MM
                                         Certificate, each of which is undated, has been signed by Seller and bears a signature
                                         guarantee (the “Share Assignments”).



		(b)	Company
                                         Deliveries. The Company hereby delivers to the Escrow Holder, and the Escrow
                                         Holder acknowledges receipt of, the following instruments:



		(i)	A
                                         copy of resolutions certified by the secretary of the Company as being in effect as of
                                         the date hereof, authorizing the issuance to Seller of 262,474,555 shares of Common Stock,
                                         to be represented by the 60MM Certificate and the 203MM Certificate (the “Certified
                                         Resolutions”).



		(ii)	A
                                         copy of irrevocable instructions, signed by the Company and dated the date hereof, to
                                         the Company’s transfer agent instructing it to issue the 60MM Certificate and the
                                         203MM Certificate in the name of Seller (the “Irrevocable Instructions”).



		(iii)	An
                                         undated assignment, signed by the Company, whereby Company shall sell, assign and transfer
                                         all of its right, title and interest in and to the Patents and Pending Patents to Seller.



		(iv)	An
                                         undated assignment, signed by Company whereby Company shall sell, assign and transfers
                                         all of its right, title and interest in and to the Trademark to Polymation



		(v)	An
                                         undated assignment, signed by Company whereby Company shall sell, assign and transfer
                                         all of its right, title and interest in and to the Domain Name to PMP, which assignment
                                         shall contain a covenant to deliver to Seller all information, including IDs, usernames
                                         and passwords, necessary to accomplish the transfer and use the Domain Name.



		(vi)	An
                                         undated bill of sale, signed by Company whereby Company shall sell, assign and transfer
                                         all of its his right, title and interest in and to the Molds to Seller.







    	 



    	 



    

The
instruments delivered by the Company to the Escrow Holder pursuant to Subsections (iii) though (vi) this Section 2(b) are referred
to collectively as the “Reassignments.” The Reassignments shall be of no force or effect unless and until delivered
to the Seller pursuant to the provisions of this Agreement.


The
documents submitted to the Escrow Holder by the Company and the Seller pursuant to this Section 2 are collectively referred to
as the “Instruments” and each of them as an “Instrument”.


The
Company has submitted the Irrevocable Instructions and the Certified Resolutions to Pacific Stock Transfer Company (“PSTC”),
the Company’s transfer agent for the Common Stock.


The
60MM Certificate and the 203MM Certificate shall bear the following legend (the “Restrictive Legend”):


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE CORPORATION SHALL HAVE RECEIVED AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND
UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.


The
203MM Certificate shall also bear the following legend (the “Dispositional Legend”):THE DISPOSITION OF THE SHARES
REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO AN ASSET PURCHASE AGREEMENT, DATED AS OF APRIL 16, 2018, BY AND BETWEEN THE ISSUER
AND MARK HAINBACH. AMONG OTHER THINGS, SAID AGREEMENT LIMITS THE TIMES AT WHICH AND THE AMOUNTS IN WHICH SAID SHARES MAY BE SOLD.
A COPY OF SAID AGREEMENT MAY BE EXAMINED BY ANY INTERESTED PERSON AT THE OFFICES OF THE ISSUER.


3.     
Disposition of the Instruments. The Escrow Holder shall maintain custody of the Instruments, and, if it shall receive
them, the New 60MM Certificate and the New 203MM Certificate, and dispose of them as follows:


(a)     
First Share Delivery Failure. In the event that the Escrow Holder shall not have received the 60MM Certificate and
the 203MM Certificate within 10 Business Days after the date of this Agreement, the Escrow Holder shall inquire of PSTC as to
whether they will be issued. If PSTC informs the Escrow Holder that they will be issued, the Escrow Holder shall wait until the
twentieth Business Day after the date of this Agreement for said certificates to be delivered to it (the “First Deadline”).
In the event that PSTC informs the Escrow Holder that said certificates will not be issued or the Escrow Holder shall not have
received them by the First Deadline (either of these events being a “First Share Delivery Failure”), the Escrow Holder
shall deliver (i) the Assignments and the Reassignments to the Seller and (ii) the 60MM Certificate, the 203MM Certificate
and the Share Assignments to the Company. In the event of a First Share Delivery Failure, the rights of the Seller and the Company
in the Patents, the Patent Applications, the Trademarks and the Molds shall be those that they had immediately before the APA
was signed and the APA shall terminate without action of the Seller or the Company, without liability of either of them to the
other.


(b)     
Second Share Delivery Failure. In the event that a First Share Delivery Failure has not occurred, the Escrow Holder
shall, on the first Business Day after the expiration of six months from the date of this Agreement, submit, by overnight courier,
the 60MM Certificate and the 203MM Certificate to PSTC, together with a letter, the form of which is attached to this Agreement
as Exhibit A, the date on which PSTC receives such submission, as shown by such courier’s proof of delivery, being the “Certificate
Submission Date.” If, within 10 Business Days after the Certificate Submission Date, the Escrow Holder shall not have received
a certificate representing 60,000,000 shares of Common Stock, without any restrictive legend (the “New 60MM Certificate”),
and a certificate representing 203,125,164 shares of Common Stock, bearing the Dispositional Legend only (the “New 203MM
Certificate”), each of these certificates being registered in the name of Seller, the Escrow Holder shall inquire of PSTC
as to whether they will be issued. If PSTC informs the Escrow Holder that they will be issued, the Escrow Holder shall wait until
the twentieth Business Day after the Certificate Submission Date (the “Second Deadline”). In the event that PSTC shall
inform the Escrow Holder that said certificates will not be issued as described in the previous sentence or the Escrow Holder
shall not have received them by the Second Deadline (either of these events being a “Second Share Delivery Failure”),
the Escrow Holder shall deliver (i) the Assignments and the Reassignments to the Seller and (ii) the 60MM Certificate, the 203MM
Certificate and the Share Assignments to the Company. In the event of a Second Share Delivery Failure, the rights of the Seller
and the Company in the Patents, the Patent Applications, the Trademarks and the Molds shall be those that they had immediately
before the APA was signed and the APA shall terminate without action of the Seller or the Company, without liability of either
of them to the other.






    	 



    	 



    

(c)     
No Second Share Delivery Failure; Loss of Certificates.


		(1)	In
                                         the event that the Second Share Delivery Failure shall not have occurred, the Escrow
                                         Holder shall (A) deliver the New 60MM Certificate and the New 203MM Certificate to the
                                         Seller by overnight courier, (B) provide a copy of said courier’s waybill by email
                                         to the Seller and the Company at their respective email addresses set forth in Section
                                         9 and (B) retain the Assignments and the Reassignments.



		(2)	If
                                         the Escrow Holder shall not have received notice from the Seller within ten (10) Business
                                         Days after the date of delivery of the New 60MM Certificate and the New 203MM Certificate
                                         to said courier, as indicated by said waybill, that he has failed to receive them, the
                                         Escrow Holder shall deliver the Assignments and the Reassignments to the Company and
                                         the Share Assignments to the Seller.



		(3)	If
                                         the Escrow Holder shall receive the notice specified in Subsection (c)(2) of this Section
                                         3, the Escrow Holder shall so advise the Company and the Company shall replace the New
                                         60MM Certificate and the New 203MM Certificate within twenty (20) Business Days after
                                         the date on which the Escrow Holder receives such notice, provided that the Seller
                                         shall provide the Escrow Holder with an affidavit respecting his loss or nonreceipt of
                                         the New 60MM Certificate and the New 203MM Certificate and other instruments customarily
                                         required by PSTC in the event of the loss of stock certificates within two (2) Business
                                         Days after he submits said notice to the Escrow Holder (but shall not be required to
                                         furnish a bond), and provided further that said twenty (20) Business Day period
                                         shall be extended by one (1) Business Day for each Business Day after said two (2) day
                                         period on which Seller shall have failed to deliver said affidavit and instruments to
                                         the Escrow Holder. The Escrow Holder shall submit said affidavit and instruments, together
                                         with a letter, the form of which is attached to this Agreement as Exhibit B, the date
                                         on which PSTC receives such letter, as shown by such courier’s proof of delivery,
                                         being the “Second Certificate Submission Date.”



		(4)	If
                                         the Escrow Holder receives replacements of the New 60MM Certificate and the New 203MM
                                         Certificate within ten (10) Business Days after the Second Certificate Submission Date,
                                         the Escrow Holder shall deliver the Assignments and the Reassignments to the Company
                                         and shall give notice to the Seller that the Escrow Holder has received said replacements
                                         and that the Escrow Holder will deliver them and the Share Assignments to the Seller
                                         at the Escrow Holder’s office, against receipt therefor.



		(5)	If,
                                         within ten (10) Business Days after the Second Certificate Submission Date, the Escrow
                                         Holder shall not have received said replacements, the Escrow Holder shall inquire of
                                         PSTC as to whether they will be issued. If PSTC informs the Escrow Holder that they will
                                         be issued, the Escrow Holder shall wait until the twentieth Business Day after the Second
                                         Certificate Submission Date (the “Third Deadline).



		(6)	If
                                         the Escrow Holder shall not have received said replacements by the Third Deadline, the
                                         Escrow Holder shall deliver the Assignments and the Reassignments to the Seller and the
                                         Share Assignments to the Company.



The
Escrow Holder shall provide copies of all communications that it receives from PSTC to the Company and the Seller at by email
at their respective email addresses set forth in Section 9.






    	 



    	 



    

4.     
Holding of Shares and Indemnification.


		(a)	Undertaking;
                                         Agreement to Serve as Company’s Agent; Agreement of and Waver by the Seller.
                                         The Undertaking grants the Company a lien on the shares of the Company’s Common
                                         Stock represented by the 60MM Certificate and the 203MM Certificate and, when and if
                                         they are delivered, by the New 60MM Certificate and the New 203MM Certificate, and provides
                                         that the Escrow Holder shall serve as the Company’s agent for purposes of securing
                                         said lien by possession. The Escrow Holder agrees to serve as said agent. The Seller
                                         agrees that the Escrow Holder may serve as such agent without contravening its obligations
                                         to the Seller under this Escrow Agreement and waives any claim under this Agreement respecting
                                         its validity or any claim against the Escrow Holder or the Company by reason of the Escrow
                                         Holder’s acting as such agent.



		(b)	Indemnification
                                         Procedure. In the event that the Company believes that it is entitled to indemnification
                                         under the provisions of the Undertaking, it shall deliver to the Escrow Holder a certificate
                                         setting forth in reasonable detail (i) the reason for which it claims indemnification,
                                         to which certificate shall be attached such documents as the Company has in its possession
                                         relating to the claim (other than privileged documents), (ii) the amount of the Company’s
                                         claim and (iii) its calculation of the number of shares of the Company’s Common
                                         Stock to which it is entitled to satisfy its claim (the “Seller’s Certificate”).
                                         The Escrow Holder shall give notice of said claim to the Seller, transmitting a copy
                                         of said certificate with said notice. If the Seller fails, within ten (10) Business Days
                                         after the Seller is given said notice, to deliver to the Escrow holder a written response
                                         to said notice, Seller shall have no claim to said shares. If Seller delivers a notice
                                         to the Escrow Holder, claiming that the Company is entitled to no shares or a lesser
                                         number of shares than the Seller claimed in the Seller’s Certificate, Seller shall
                                         be entitled to the number of shares as to which no controversy exists, and, notwithstanding
                                         any other provision of this Escrow Agreement, the Escrow Holder shall not deliver to
                                         the Seller certificates representing the shares in controversy until the controversy
                                         be resolved by written agreement between the Seller and the Company or a final and unappealable
                                         Order shall have been entered. Seller shall maintain custody of any shares to which the
                                         Company is entitled until it shall have received (i) a stock power signed by Seller and
                                         bearing a Signature Guarantee, transferring said shares to the Company, or (ii) some
                                         other instrument or Order sufficient for the Company’s transfer agent so to transfer
                                         said shares. Upon the Escrow Holder’s receipt of such stock power, instrument or
                                         Order, the Escrow Holder shall deliver certificates representing at least the number
                                         of shares to which the Company is entitled, together with such stock power, instrument
                                         or Order, to said transfer agent, instructing it (i) to issue a certificate representing
                                         the number of shares to which the Company is entitled to the Company and deliver it to
                                         the Company at its address for notice and (ii) to issue a certificate representing the
                                         balance of the shares represented by the certificates so delivered in the name of the
                                         Seller and deliver it to the Escrow Holder (the “Balance Certificate”).



		(c)	Order
                                         of Delivery of Certificates; Legend on Balance Certificates. In the event that
                                         the Escrow Holder delivers certificates to the Company’s transfer agent pursuant
                                         to the previous paragraph, it shall deliver the 203MM Certificate or the New 203MM Certificate,
                                         as the case may be, to the extent that the number of shares to which the Company does
                                         not exceed the number of shares represented thereby. A Balance Certificate shall bear
                                         the same legend or legends as the stock certificate from which the shares represented
                                         thereby are the source.



5.     
Concerning the Escrow Holder. Notwithstanding any provision contained herein, the Escrow Holder, including its officers,
directors, employees and agents, shall:


(a)     
not be liable for any action taken, suffered or omitted to be taken by it except to the extent that a final adjudication of a
court of competent jurisdiction determines that the Escrow Holder’s gross negligence or willful misconduct was the primary
cause of any loss to either party;


(b)     
have no responsibility to inquire into or determine the genuineness, authenticity, or sufficiency of any securities, checks, or
other documents or instruments submitted to or received by it in connection with its duties hereunder;


(c)     
be entitled to deem the signatories of any documents or instruments submitted to it hereunder as being those purported to be authorized
to sign such documents or instruments on behalf of the Company, the Seller and PSTC, and shall be entitled to rely upon the genuineness
of the signatures of such signatories without inquiry and without requiring substantiating evidence of any kind;


(d)     
be entitled to refrain from taking any action contemplated by this Agreement in the event that it becomes aware of any disagreement
between the parties hereto as to any facts or as to the happening of any contemplated event precedent to such action.






    	 



    	 



    

(e)     
be entitled to (i)(A) unrefundable compensation of $3,000.00 for its services hereunder, to be paid upon the execution and delivery
of this Agreement, to be shared equally by the Company and the Seller, and (B) in the event that a dispute arises hereunder to
additional compensation at the rate of $200.00 per hour, to be shared equally by the Company and the Seller, and (ii) to reimbursement
of its out-of-pocket expenses including, but not by way of limitation, the fees and costs of attorneys or agents which it may
find necessary to engage in performance of its duties hereunder, along with any fees or charges levied by any governmental authority
in connection with the Escrow Holder’s performance of its duties hereunder which the Escrow Holder may impose, charge or
pass-through, all to be paid equally by the Company and Seller, against which expenses, there shall be deposited $1,500.00 upon
the execution and delivery of this Agreement, such deposit to be shared equally by the Company and the Seller the unused portion
of which shall be returned in equal portions to the Company and the Seller upon termination of this Agreement;


(f)      
be, and hereby is, jointly and severally indemnified and saved harmless by the Company and Seller from any and all losses, liabilities,
claims, proceedings, suits, demands, penalties, costs and expenses, including without limitation fees and expenses of outside
and internal counsel and experts and their staffs and all expenses of document location, duplication and shipment and of preparation
to defend any of the foregoing (“Losses”), which may be incurred by it as a result of its execution, delivery or performance
of this Agreement, unless such Losses shall have been finally adjudicated to have been primarily caused by the willful misconduct
or gross negligence of the Escrow Holder, and the provisions of this section shall survive the resignation or removal of the Escrow
Holder and the termination of this Agreement. The Company and Seller further agree amongst themselves that each shall be responsible
for 50% of such Losses, and to the extent the Company or Seller pays more than 50% of any such Losses, it shall be entitled to
reimbursement from the other. To the extent any Loss is caused by the Company, the Company shall indemnify and hold harmless Seller
from any and all such Losses. To the extent any Loss is caused by Seller, Seller shall indemnify and hold harmless the Company
from any and all such Losses. For the avoidance of doubt, it is understood and agreed that the preceding three sentences are not
applicable to the Escrow Holder and shall not be construed to limit in any way the indemnity obligations of the Company and the
Seller to the Escrow Holder, which are set forth in the first sentence of this section;


(g)     
in the event that (i) any dispute shall arise between the parties with respect to the disposition or disbursement of any
of the assets held hereunder or (ii) the Escrow Holder shall be uncertain as to how to proceed in a situation not explicitly
addressed by the terms of this Agreement whether because of conflicting demands by the other parties hereto or otherwise, the
Escrow Holder shall be permitted to interplead all of the assets held hereunder into a court of competent jurisdiction, and thereafter
be fully relieved from any and all liability or obligation with respect to such interpleaded assets. The parties hereto other
than the Escrow Holder further agree to pursue any redress or recourse in connection with such a dispute, without making the Escrow
Holder a party to same;


(h)     
have only those duties as are specifically provided herein, which shall be deemed purely ministerial in nature, and shall under
no circumstance be deemed a fiduciary for any of the parties to this Agreement. The Escrow Holder shall neither be responsible
for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument or document between the other
parties hereto, in connection herewith, including, without limitation, the APA, except as set forth in Section 13. This Agreement
sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Holder shall
be inferred from the terms of this Agreement or any other Agreement. IN NO EVENT SHALL THE ESCROW HOLDER BE LIABLE, DIRECTLY
OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING BUT NOT LIMITED
TO LOST PROFITS), EVEN IF THE ESCROW HOLDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE
FORM OF ACTION;


(i)       
have the right, but not the obligation, to consult with counsel of choice and shall not be liable for action taken or omitted
to be taken by Escrow Holder in good faith in accordance with the advice of such counsel; if the Escrow Holder becomes involved
in litigation on account of this Agreement, it shall have the right to retain counsel and shall have a first lien on the property
deposited hereunder for any and all costs, attorneys’ fees, charges, disbursements, and expenses in connection with such
litigation; and shall be entitled to reimburse itself therefor out of the property deposited hereunder, and if it shall be unable
to reimburse itself from the property deposited hereunder, the parties hereto jointly and severally agree to pay to the Escrow
Holder on demand its reasonable charges, counsel and attorneys’ fees, disbursements, and expenses in connection with such
litigation; and


(j)       
have the right to perform any of its duties hereunder through agents, attorneys, custodians or nominees.






    	 



    	 



    

6.     
Attachment of Escrow Property; Compliance with Legal Orders. In the event that any property held by the Escrow Holder
shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order
of a court, or any order, judgment or decree shall be made or entered by any court order affecting such property, the Escrow Holder
is hereby expressly authorized to obey and comply with all writs, orders or decrees so entered or issued, which it is advised
by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow
Holder obeys or complies with any such writ, order or decree it shall not be liable to the Company or the Seller or to any other
person or entity by reason of such compliance notwithstanding that such writ, order or decree be subsequently reversed, modified,
annulled, set aside or vacated.


7.     
Resignation or Removal of Escrow Holder. The Escrow Holder may resign as such following the giving of thirty (30) days’
prior written notice to the Company and Seller and the Escrow Holder may be removed and replaced following the giving of thirty
(30) days’ prior joint written notice by the Company and Seller to the Escrow Holder. In either event, the duties of
the Escrow Holder shall terminate thirty (30) days after receipt of such notice (or as of such earlier date as may be mutually
agreeable); and the Escrow Holder shall then deliver the Instruments and all other property or assets then in its possession to
a successor Escrow Holder as shall be appointed by the Company and Seller as evidenced by a joint written notice filed with the
Escrow Holder.


If the
Company and Seller have failed to appoint a successor prior to the expiration of thirty (30) days following receipt of the notice
of resignation or removal, the Escrow Holder may appoint a successor or petition any court of competent jurisdiction for the appointment
of a successor Escrow Holder or for other appropriate relief, and any such resulting appointment shall be binding upon the Company
and Seller.


8.     
Fees and Expenses. The fees and expenses of the Escrow Holder shall be borne equally by the Company and the Seller.
Losses shall be borne by them as set forth in Section 4(f).


9.     
Termination. Upon delivery of the Instruments and, if the Escrow Holder and, if it receive them, the New 60MM Certificate
and the New 203MM Certificate, in any of the ways set forth in Subsections (a), (b) or (c) of Section 3, this Agreement shall
terminate.


10. 
Notices. All notices and other communications hereunder shall be in writing only by overnight courier, with signature
required, and shall be deemed to be duly given on the earlier of (i) the first Business Day after the day on which it was received,
as indicated by the courier’ signed proof of delivery or (ii) twenty (20) Business Days after it shall have been delivered
to the courier. Notices shall be addressed as follows:


If
to the Company:


1620
Commerce St.


Corona,
CA 92880


Attention:
Chief Executive Officer


E-Mail:
jzarecor@escrowllc.net


If
to Seller:


3533
Old Conejo Road, #106-A


Newbury
Park, CA 91320


and
to


Richard
A. Rogers, Esq.


Shane,
DiGiuseppe & Rodgers, LLP


3125
Old Conejo Road


Thousand
Oaks, CA 91320


E-Mail:
rar@lawsdr.com






    	 



    	 



    

Notices
and other communications shall be sent to both the Seller and Richard A. Rogers, but delivery of notice to either shall constitute
notice to the Seller.


If
to the Escrow Holder:


Escrow,
LLC


173
Keith St., Suite 3


Warrenton,
VA 20186


E-Mail:
jzarecor@escrowllc.net


No notice
may be given by e-mail.


For
purposes of this Agreement, “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which
the Escrow Holder located at the notice address set forth above is authorized or required by law or executive order to remain
closed.


11. 
Governing Law; Counterparts. This Agreement shall be construed in accordance with the laws of the State of Virginia.
It may be executed in several counterparts, each one of which shall constitute an original and all collectively shall constitute
but one instrument. Each party irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds
and irrevocably consents to service of process by certified or registered mail, return receipt requested, or in any other manner
permitted by applicable law and consents to the jurisdiction of the courts located in the State of Virginia. To the extent that
in any jurisdiction, Seller or the Company 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 it hereby irrevocably
waives, such immunity. EACH PARTY FURTHER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LAWSUIT OR JUDICIAL
PROCEEDING ARISING OR RELATING TO THIS AGREEMENT.


12. 
Amendment; Modification; Waiver. This Agreement may be amended or modified, and any term of this Agreement may be
waived if such amendment, modification or waiver is in writing and signed by all parties.


13. 
Assignment. This Agreement shall be binding upon and shall inure to the benefit of each of the Company and Seller
and each of their respective permitted successors and assigns. No assignment of the interest of the Company or Seller shall be
binding upon the Escrow Holder unless and until written notice of such assignment shall be delivered to and acknowledged by the
Escrow Holder.


14. 
Definitions. Terms that used in this Agreement and are defined in the APA or the Undertaking shall have the meanings
ascribed to them therein. The Escrow Holder shall be deemed to have knowledge of said definitions and acknowledges receipt of
a copy of the APA.


15. 
Agency. The Seller nominates, constitutes and appoints the Escrow Holder as his true and lawful agent and attorney-in-fact
solely for the purpose of requesting that PSTC issue the New 60MM Certificate and the New 203MM Certificate, as described above.


16. 
Force Majeure. Notwithstanding any other provision of this Agreement, the Escrow Holder shall not be obligated to
perform any obligation hereunder and shall not incur any liability for the nonperformance or breach of any obligation hereunder
to the extent that the Escrow Holder is delayed in performing, unable to perform or breaches such obligation because of acts of
God, war, terrorism, fire, floods, strikes, electrical outages, equipment or transmission failures, or other causes reasonably
beyond its control.






    	 



    	 



    

IN
WITNESS WHEREOF, the Seller has duly executed this Agreement, and the Company and the Escrow Holder have caused this Agreement
to be duly executed, as of the day and year first above written.


ACOLOGY,
INC.


 








/s/ Mark Hainbach


Mark
Hainbach


 


By: /s/
Curtis Fairbrother


Curtis
Fairbrother


Chief
Executive Officer


By: /s/
Douglas Heldoorn


Douglas
Heldoorn


Chief
Operating Officer


ESCROW,
LLC


By: /s/
Johnnie Zarecor


Johnnie
Zarecor


President