Exhibit 8
REGULATION A+ ESCROW AGREEMENT
This EscrowAgreement (this"Agreement")isenteredinto effective February 6, 2020 by andamong Quadrant Biosciences Inc, a Delaware corporation (the “Company”), Wefunder Portal, a Delaware limited liability company (referredto hereinasboth“Wefunder" and “Portal”),andBoston Private Bank and TrustCompany, aMassachusetts Trust Company(referredto hereinasboth the"Bank"and "EscrowAgent").
RECITALS
WHEREAS,the Company has represented toEscrowAgent thatit will offer its securities for sale (the"Offering") to investors (“Investors”), pursuant to Regulation A (“Reg A”) of the Securities Actof1933,as amended (the"Act") through an online technology platform operated by Wefunder;
WHEREAS,the proceedsof the Offering willbe invested in the Company’ssecurities;
WHEREAS,Escrow Agent hasagreedtoact as the Company’sescrow agent in connection with theOfferingon the terms andconditions set forth inthis Agreementandasotherwiseprovided by law; and
WHEREAS, the Company represents its belief that its offering of securities will comply with Reg A of the Act;
AGREEMENT
NOW THEREFORE,inconsideration ofthe mutual covenantsand agreementshereincontained, the sufficiency of which is hereby acknowledged and agreed,the parties hereto,intending tobe legally bound,agree as follows:
| 1. | Recitals. |
TheRecitals to thisAgreementare hereby incorporated into the body hereof by thisreference asthoughfully set forthherein.
| 2. | Appointment as Escrow Agent. |
The Company herebyappointsBank toserve as EscrowAgent hereunder,andBank herebyagreestoserve as Escrow Agenthereunder until this Agreement is terminatedpursuantto theterms ofthis Agreement.
| 3. | Accounts. |
Wefunder has opened with the Escrow Agent and will maintain throughout the term of this Agreement a non-interest bearing business checking account for the benefit of Investors to receive funds paid by Investors via Automated Clearing House (“ACH”), check,incoming wire transfer, and credit card("Omnibus Account") and hold such funds in trust for such Investors. Company understands that funds paid by Investors will be deposited to the Omnibus Account and that funds received from investors of other offerings not related to this Offering will also be maintained in the Omnibus Account, and amounts on deposit in the Ominibus Account will not be invested without the consent of the Company.
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Rules and Regulations For Accounts.
The Escrow Agent will comply with all applicable state and federal laws, rules, regulations and requirements applicable to Escrow Agent’s opening and handling of the Omnibus Account and amounts deposited therein. Escrow Agent shall comply with the government regulations set forth by the US Treasury, Homeland Security, the Internal Revenue Service and the Securities and Exchange Commission, under which financial institutions are required to obtain, reasonably verify and record information that identifies each person (natural person or legal entity, including its authorized persons) who funds and executes securities transactions, including those requirements relating to information requested of the Issuer and Investors, which will be typical information requested in the gathering and verification guidelines. Escrow Agent shall follow best practices promulgated by anti-money laundering (“AML”) rules and regulations and those regulatory agencies that enforce them.For purposes of this Agreement, Escrow Agent relies upon the procedures and recordkeeping undertaken by Wefunder in accordance with the procedures set forth in Exhibit A hereto, and the records of the same provided to Escrow Agent from time to time.
| 4. | Obligations of the Company, Wefunder and Escrow Agent. |
(a) All monies raised and/or received by Wefunder from Investors in connection with the Offering shall be deposited directly by the Investor, via check, wire, credit card, or ACH transfer only, into the Omnibus Account. Additionally, monies for an investor may be transferred to the Omnibus Account from a “Wefunder Credit” account maintained by Wefunder, Inc, provided the monies had been originally received by Wefunder or its subsidiary Wefunder Portal from that investor. All monies so deposited shall remain the property of Investors according to their respective interests and shall not be subject to any liens or charge by the Escrow Agent or any of its creditors, shall be deemed to be held in trust for such Investors and shall not be subject to any judgment or creditor’s claims against the Company until released to the Company in accordance with Section 5(d) hereof.
(b) Neither the Company nor Wefunder shall be permitted to transfer money out of the Omnibus Account, but Wefunder may direct the Escrow Agent to transfer money from the Omnibus Account to the Company or to one or more Investors consistent with the terms of this Agreement. Only Escrow Agent shall have the authority to transfer money out of an Omnibus Account under the terms and conditions provided in this Agreement.
(c) Concurrently with the Offering Wefunder will provide Escrow Agent with a list of conditions precedent to the distribution of the funds in the Omnibus Account related to the Offering. A condition precedent to the distribution of funds relating to the Offering shall be the written approval of the broker dealer for the Offering, North Capital Private Securities Corporation.
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(d) When Wefunder finds, in Wefunder’s sole discretion that the conditions precedent to disbursement of funds in the Omnibus Account have been fully satisfied, Wefunder shall instruct the Escrow Agent to disburse such funds (the amount of such funds, on any related distribution date is referred to herein as the “Distribution Amount”) to the Company (a “Distribition Instruction”). Upon receipt of the Distribution Instruction, Escrow Agent shall transfer the Distribution Amount to the Company, and shall have full authority to do so; however, Escrow Agent, in its sole and exclusive discretion, may refuse to transfer any of the Distribution Amount to the Company if it reasonably believes that said transfer violates the terms of the Offering or applicable law. In such event, Wefunder, EscrowAgent and the Company will work together and exercise reasonable efforts to attempt to resolve Escrow Agent's concerns. If Escrow Agent, Wefunder and the Company are unable to resolve Escrow Agent's concerns, then, upon 10 days' prior written notice, Escrow Agent may file an interpleader action or such other appropriate action and deposit all of the Distribution Amount with a Delaware court with competent jurisdiction the Court, with a request for the court to adjudicate whether such Distribution Instruction should be honored. In the event that Escrow Agent reasonably files an interpleader or other action pursuant to this Section, then Escrow Agent shall be entitled to reasonable attorneys' fees and costs pursuant to Section 32 of this Agreement and as otherwise provided by law.
| (e) | [Reserved] |
(f) If the conditions precedent to disbursement of the Distribution Amount are not met for any reason, within twelve (12) months, or twenty-four (24) months if an extension is filed, then the Company and Wefunder shall notify Escrow Agent, in writing, that the conditions precedent to disbursement of the Distribution Amount was not met and that all of the Distribution Amount should be transferred back to the Investors. In such event, Escrow Agent shall be entitled to rely on the joint written statement from Wefunder and the Company that the conditions precedent to disbursement of the Distribution Amount were not met and that Escrow Agent shall transfer all of the Distribution Amount back to the Investors in that Offering. Wefunder shall provide to Escrow Agent as necessary the name, bank account information, and disbursement instructions of the Investors.
(g) Escrow Agent reserves the right to request that Wefunder provide all recordkeeping with respect to the Omnibus Account related to the Offering, including a record of each Investor who has contributed to an account, the amount contributed, and amounts transferred to the Company or returned to Investors. Wefunder agrees to provide reports of such recordkeeping if requested by Escrow Agent. In addition, Wefunder shall conduct for each Investor, and maintain complete and accurate records related to, its “KYC/AML/CIP Policies and Procedures,” as updated by Wefunder from time to time in the ordinary course of its business. Wefunder’s current KYC/AML/CIP Policies and Procedures are attached to this Agreement asExhibit A.
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(h) Escrow Agent shall have the right to require Wefunder to provide information and/or documentation and to develop procedures that Escrow Agent reasonably believes are necessary for it to properly and safely carry out the terms of this Agreement.
(i) Wefunder represents and warrants to Escrow Agent and the Company that the process set forth in this Section 5 complies in all respects with Reg A of the Act. Wefunder represents and warrants to Escrow Agent that the payment processor that Wefunder has engaged to process Investor payments by credit card has and shall maintain at all times a PCI compliance certificate and all licenses and/or permits necessary to operate its business. If at any time Wefunder has actual knowledge that its payment processor no longer has an effective PCI compliance certificate or lacks any license or permit necessary to operate its business, Wefunder shall notify Escrow Agent of any such condition immediately in writing.
(j) Should Wefunder become aware of information that the Company or Offering presents the potential for fraud or otherwise raises concerns about investor protection, Wefunder may direct the Escrow Agreement to return all funds held to investors and deny the Company access to the Wefunder platform.
| 5. | Escrow Agent's Duties. |
It is understoodand agreed,further,thatEscrowAgentshall:
(a) be under no duty to enforce or collect any payment from an Investor for the Offering;
(b) except as otherwise provided in thisAgreement,be under no duty to accept funds or instructionsfor the payment of money from anyoneotherthan an Investor or Wefunder or togiveany receipt therefor except to Wefunder;
(c) have no liability to Wefunder, any Investor, or the Company for following the terms and conditions of thisAgreementor any written instructionsgivenby Wefunder, or Wefunder and the Company, where joint written instructions from both Wefunder and the Company are required;
(d) have no responsibilityorobligation to vetorotherwise determine the qualificationsof anyInvestor. Byallowing anInvestor toinvestmoney inthe Company and directing an Investor todeposit the money into the Omnibus Account, Wefunder represents andwarrantstoEscrowAgent that it reasonably believesthatthe Investor iseligible to make such investment under Reg A of the Act;
(e) have no duty tosolicitanypayments that may bedue to be depositedwith Escrow Agenthereunder; and
(f) have no interaction with any Investor except as otherwise provided herein. All interactions with any Investor shall be by Wefunder or the Company.
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| 6. | Limitations of Escrow Agent's Responsibilities and Liabilities. |
(a) Thedutiesandresponsibilitiesof EscrowAgent hereundershallbe determinedsolelyby theexpressprovisionsofthisAgreement.EscrowAgent undertakes to performonly suchduties asare expressly setforth herein.
(b) No furtherdutiesorresponsibilities ofEscrowAgentshall be impliedorrequiredotherthan as provided for in this Agreement.
(c) In theeventthatEscrowAgentshallbe uncertainasto its dutiesorrights hereunder orshallreceive instructionsfromWefunder,anInvestor or the Company, which, inthe sole and exclusive opinion of Escrow Agent,are inconflictwithordo notstrictly complythe provisionsofthisAgreement,Escrow Agentshall beentitled to, withoutliability to Wefunder,Investor, the Company,or any otherperson,refrain fromtaking any action otherthan tosafelykeep theOmnibus Accountuntil itshallbe directedotherwisein writingjointly signedby Wefunder, the Companyand any otherpartyreasonablyrequired by theEscrow Agent, orbya final orderofa court ofcompetent jurisdiction. Insuch circumstances,Escrow Agentshallwithoutanyliabilityto anyparty be entitled to refuse to distributeanymoney related to the Offeringfrom the Omnibus Account.
(d) Escrow Agent shallnot be requiredtotakeany action, and mayrefrain from takingany action which,inthe sole and exclusive opinion oftheEscrowAgent, wouldviolate anylaworregulation.
(e) EscrowAgentshall notbe requiredto takeanyaction, and may refrainfrom takingany action which,in thesole and exclusive opinion oftheEscrowAgent,is notaproper actionorinactionfor abank totakeorrefrainfromtaking.
(f) EscrowAgentshall not be liableto Wefunder, Investors, the Company,or any otherpersonor entity,includinganyInvestorwhosefundsweredelivered toEscrow Agent fordepositintheOmnibus Account, for any actiontakenor omittedbyEscrowAgentunlessan arbitrator or court of competentjurisdiction byafinal,non-appealable arbitrator’s decision or courtorder,determines thatanylossincurred by Wefunder,Investor, the Company,or any otherpersonor entity, was causedbyEscrow Agent's negligence, gross negligence orwillfulmisconduct.
| 7. | No Duty of Investigation. |
Except asotherwiseprovidedherein,Escrow Agentmayrely uponandshall have no liabilityfor acting or refrainingfromacting uponanywrittennotice,instructionorrequestfurnishedto it by Wefunderor anInvestor,and believedbyEscrowAgent tobegenuineandtohave beensignedorpresentedbythe proper partyor parties. Escrow Agentshall be under no duty toinquire intoorinvestigatethe validity,accuracy or content of anysuch notice,instruction,request orother document.
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| 8. | Termination of Escrow Agent's Duties Under this Agreement. |
(a) In its soleand exclusivediscretion,Escrow Agentmay resignfromitsduties and obligationsunderthis Agreementbygivingnotlessthan90 days' writtennoticeto Wefunder and the Companyof such resignation.
(b) EscrowAgent may be removedas Escrow Agentby either Wefunder or the Company upon thegivingofnot lessthan30days'writtennotice toEscrowAgent.
(c) In theevent ofresignationor removal ofEscrowAgent,the Companyshallappoint asuccessorescrowagenttohold theOmnibus Account and anysuchsuccessorescrow agentshallexecuteanddeliverto theEscrow Agent aninstrumentacceptingsuchappointmentand instructionsfor the delivery ofthe fundsbeingheld by the EscrowAgentinthe Omnibus Account.Upon the transferof allfundsinthe Omnibus Accounttothesuccessorescrow agent,the successor escrowagentshall, without further act,becomevested with all ofthe rights, powersand duties oftheEscrow Agent asiforiginally namedhereinand the EscrowAgentshall have no further dutiesorresponsibilities underthis Agreement.
(d) IfEscrow Agentisremovedby the Company, the Companyshallbe liablefor andshall payall reasonable expenses actually incurred by Escrow Agent intransferringthe Omnibus Account to a successor escrow agent. Such costs could include ACH and/or wire transfer charges. Escrow Agent shall provide Company with documentation demonstratingthatsuchcosts were incurred by Escrow Agent. Such costs will notincludeany reimbursement for staff time of Escrow Agent.
(e) If nosuccessor escrow agentisappointedpriorto the effectivedateof the resignation or removal of Escrow Agent, Escrow Agentmay fileaninterpleaderaction or such other appropriate action and deposit all funds inthe Omnibus Accountwith a court of competent jurisdiction in Delaware, at whichtime,Escrow Agent shallno longer haveany responsibilityunderthis Agreement other than to participate in such interpleader action through its conclusion.In theevent that Escrow Agentfilesaninterpleaderor other action as a result ofnosuccessorescrow agent beingtimelyappointed, then Escrow Agent shall be entitled to all ofitsattorneys' feesandcosts pursuanttoSection 32 ofthisAgreement and as otherwiseprovidedbylaw.
| 9. | Escrow Fees. |
The Escrow Agentshall beentitled tobe paidbyCompanyfor all servicesperformedunder this Agreement pursuant to Schedule I attachedhereto.
| 10. | Indemnification of Escrow Agent by Wefunder and Company. |
(a) Wefunder and Company, jointly and severally for their joint instructions, actions, and omissions, and individually for their individual instructions, actions, and omissions,shall indemnify,defendandhold harmlessEscrow Agentandits directors, officers, and agents (collectively, andindividually,the"Indemnitees") from and against any and alllawsuits,arbitrations, claims, losses,liabilities,judgments, damages, fines, andpenalties("Liabilities") thatmaybefiled,imposedon,incurredby,or asserted againstIndemniteesor any of them,includingattorneys' fees asprovidedherein,arising out of or in connection with (i) the Escrow Agent's execution of this Agreement; (ii) any acts or omissions to actbythe Escrow Agent consistent with the terms of this Agreement; (iii) the proper performance byEscrowAgent of its duties under this Agreement in its role astheEscrow Agent; and/or (iv) the following of any instructions ordirectionsbyWefunder and/or Company, as applicable,or any otherpersonor entity for whomEscrowAgentisauthorizedtorely pursuanttothe terms of this Agreement, including but not limited to the person(s) listed in Schedule II attached hereto, who is/are hereby authorized by Wefunder to provide instructions or directions to Escrow Agent of behalf of Wefunder.
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(b) As for theretentionof attorney(s)to representIndemnitees in relation to the Liabilities andthe paymentof attorneys' fees pursuant tothe termsof theindemnification providedfor in Section 11 (a), the followingshallapply:
| (1) | If Wefunder and/or Companyelects toretainan attorney(s) to representIndemnitees,including the retention of the same attorney(s) who are representingWefunder and/or Company, thenIndemniteesshallhave therighttoapprove said attorney(s),whichapproval shallnot be unreasonablywithheld. Notwithstanding theforegoing, Indemniteesshallhavetheright disapproveanyretained attorney(s) whowould alsobe representing Wefunder and/or CompanyifIndemniteesbelievesthereis any conflict of interest orpotentialconflict ofinterest in the retainedattorney(s)representing Wefunder, and/or Company,andIndemnitees. |
| (2) | If Indemnitees,intheir reasonable discretion,disapprovetheattorney(s) retained byWefunder and/or Company, then Wefunder and/or Company, as applicable,shallhavethe righttoproposedifferentattorney(s)to represent Indemnitees,andthe rules provided inSection11(a)shall apply tothe newattorney(s)retained by Wefunder and/or Company. |
| (3) | If IndemniteesandWefunder and/or Company, as applicable, reasonablyfailtoagreetoan attorney(s)retained by Wefunder and/or Company torepresentIndemnitees,or ifWefunder and/or Companyfails toretaincounselto represent Indemnitees,thenIndemniteesshall have the right to retainattorney(s)to represent them. Insuch event,Wefunder and/or Company, as applicable,shallberesponsibleto reimburse Indemniteesfor all reasonable attorneys' fees incurred byIndemnitees. |
(c) Whether Indemniteesarerepresented byattorney(s) retained byWefunder and/or Company, as applicable,or attorney(s) retained byIndemnitees,Wefunder and/or Company, as applicable,shallpayall out-of-pocket costsincurredbyIndemniteesas a result of the Liabilities.
(d) The partiesheretoacknowledgethat thisprovisionshallsurvivetheresignationorremovalof Escrow Agent for anyreasonand/or termination of this Agreement.
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| 11. | No Fiduciary Duty. |
TheEscrowAgent shallhave nofiduciarydutiesto any party or person as a result ofthisAgreement or its activities astheEscrowAgenthereunder.
| 12. | Limitation of Damages. |
Anythinginthis Agreement to the contrarynotwithstanding,in noeventshallEscrow Agent beliablefor punitive or exemplary damages, incidental,special,indirector consequentiallossesor damages of any kind whatsoever (includingbut not limitedtolostprofits),evenifEscrow Agenthas beenadvised ofthe likelihoodofsuch lossesor damagesand regardlessof the form of action. The partiesheretoacknowledge thatthisprovisionshallsurvivethe resignationor removal of Escrow Agent for anyreasonand/or termination of this Agreement.
| 13. | Uncollectible Deposits and Chargebacks; Refunds. |
Ifany checks or otherinstrumentsdeliveredto Escrow Agent for deposit inthe Omnibus Accountproveuncollectable, or in the event of any credit card chargeback, Wefundershallpromptly reimbursetheEscrow Agenttherefor upon written requestandtheEscrow Agent shalldeliver thereturned checks or other instrumentstoWefunder, or, for chargebacks, shall process a payment to Wefunder in the amount of the chargeback. In all such cases, Wefunder shall be responsible for refunding amounts to the relevant Investors; provided, however, that for credit card refund requests and certain ACH refund requests, Escrow Agent understands and agrees that Wefunder shall send such requests to a third party processor which will then initiate the debit transaction for the refund from the Omnibus Account..
| 14. | Bank Required Investigation & Identification Information. |
(a) Thepartieshereto acknowledgethat,in accordance with Section 326 oftheUSAPatriotAct (TitleIll ofPub.L.I07-56 (signedinto lawOctober 26, 2001)) (as amended,modifiedor supplemented from timetotime, the"USAPatriot Act"),theEscrow Agent,like allfinancial institutions, is required to obtain,verify,andrecord informationthatidentifieseachpersonorlegalentitythatopens an account. The partiestothis Escrow Agreement agree thatthey will provide theEscrowAgentwith all information as the Escrow Agent mayrequest inorder fortheEscrow Agent to satisfythe requirementsoftheUSAPatriotAct.
(b) Escrow Agent reserves the right to run searches on any party, including Investors, through the Office of Foreign Assets Control. Escrow Agent shall have the right to rely on the results of such searches and take such actions as the results of the searches may require or be prudent.
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| 15. | Notices. |
All notices,demands,and communicationshereundershallbeinwriting andshallbe deemed tobe dulygiven if delivered in person,byfax, by United Statesmail,certified or registeredmail,returnreceipt requested,or by a nationallyrecognizedovernight courier service, as follows:
| (a) | iftoEscrowAgent |
| (b) | if to Company |
| (c) | if to Wefunder |
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or at such facsimilenumber or other address as any of theabovemay have furnished in writing to the other parties. Anysuchnotice, demandorcommunicationshallbe deemed to have beengiven(i) on the dategiven,if delivered in person or faxed, or (ii)onthe date received, ifgivenby registered or certified mail,return receipt requested,or givenbyovernightcourierservice.
| 16. | Amendment. |
Theprovisionsofthis Agreement may bewaived, altered, amended, supplemented,or replaced, in whole or in part, only by a writingsignedby all of the parties hereto.
| 17. | Assignment; Third Parties. |
(a) Theprovisionsofthis Agreementshallbe binding upon and inure to the benefit oftheparties heretoandtheir respectivesuccessors andpermittedassigns.
(b) Except as setforth in thefollowing sentence,thisAgreement may not be transferred or assigned byWefunderor EscrowAgent without theexpresspriorwrittenconsentoftheotherparties. Anylimited liability company,association,orother entityinto whichEscrowAgent may be convertedormerged,orwithwhichit may be consolidated,or to which it maysellorotherwisetransfer all orsubstantially all ofitsbusiness, oranylimited liability company, association orother entityresulting fromany suchmerger, conversion,consolidation,saleorothertransfer,shall,ipso facto, be and becomesuccessorEscrow Agent hereunder, vested withall ofthe powers,discretions,immunities,privilegesand all othermattersaswasits predecessor,without theexecution orfilingof anyinstrument oranyfurther actonthe partofanyofthe parties hereto,anythingherein to thecontrarynotwithstanding; provided thatanysuccessorEscrowAgentshallpromptly notifyWefunderinwritingupon itsappointmenthereunder.
(c) Wefunder may engage third parties to perform its obligations under this Agreement where expressly permitted in this Agreement, provided that no such engagement of third parties shall relieve Wefunder from any of its obligations under this Agreement. Any breach of this Agreement by the actions or omissions of such third parties shall be deemed the actions of Wefunder under this Agreement, and Wefunder’s obligations under Section 11 of this Agreement shall apply to such third party actions and omissions. Third parties engaged by Wefunder are set forth on Exhibit B.
| 18. | Electronic and Scanned Signatures; Counterparts. |
This Agreement may be executed and delivered, including by electronic signature methods acceptable to both parties, scanned and emailed signatures, or facsimile signatures, in two or more counterparts, each of which shall be deemed an original; and all of such counterparts together shall be deemed to be one and the same instrument. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.
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| 19. | No Third Party Beneficiaries. |
Nothingin thisAgreement isintendedto confer anyrights orremedies on anyone otherthan the parties to thisAgreementandtheir respectivesuccessors,representativesand assigns. TheprovisionsofthisAgreement shallnotentitle any person not asignatory tothisAgreement to anyrightsas a thirdparty beneficiary,or otherwise,it being thespecific intention of the parties hereto to preclude anyandall- non-signatory partiesfromanysuchthird party beneficiary rights,or any otherrightswhatsoever.
| 20. | Choice of Law and Jurisdiction. |
ThisAgreementshall begovernedbyand construed andenforcedin accordance withthe lawsofthe State ofDelaware(andUnited States federallaw, totheextentapplicable),irrespectiveofthe principal placeof business, residence ordomicileof theparties hereto,andwithout giving effectto otherwiseapplicableprinciplesof conflicts oflaws.Thepartiesheretoagreethatanycourtactionthat is permitted to be brought hereundershall bebrought inthe courtsof competent jurisdiction located in Wilmington, Delaware. Eachparty heretoirrevocablywaives any objection onthegroundsofvenue,forumnon-conveniensor anysimilargrounds andirrevocablyconsents toserviceofprocess bymail orinany othermanner permittedby applicablelawand consentsto the jurisdictionof said courts.
| 21. | Arbitration of Disputes. |
(a) Except as otherwiseprovided herein,any controversyordisputebetweenanyofthe parties to thisagreement arising out of any ofthe terms,provisions,or conditions ofthisagreement shallbesubmittedtoarbitration in Wilmington, Delawareoranother locationagreed toby the parties.The arbitration shall be conducted through andinconformitywithand subjectto theapplicablerulesandproceduresof ADR Services,Inc.,(oranysuccessorthereto).IfADR Services,Inc. is not then inexistence andthereisnosuchsuccessor, orif for any reasonADRServices,Inc.fails orrefuses toact,thenthe arbitration shall be conductedthroughand in conformity with, andsubject to,the applicablerules andproceduresof JAMS,Inc.
(b) The arbitrationshall,to the fullestextentpossible,further beconductedinconformity with andsubject to the provisionsthenineffect of the United States of ArbitrationAct,9 USC§I etseq.
(c) The parties herebyagreetoselect one arbitratorby mutualagreementthroughADR Services or a successor servicein accordancewiththeprovisionshereinabove.The selectionof thearbitrator shallbe inaccordance withthe rules prescribedabove, exceptthat
(d) any arbitrator selected shall be neutral and thoroughly familiar with the principal subject matter of the issues to be arbitrated, such as by way of example, escrow matters. If the parties fail to mutually agree upon an arbitrator, then an arbitrator with the above required qualifications shall be selected by ADR Services, or, if applicable, the successor service.
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(e) The parties herebyagree that thetestimonyof witnesses shallbegivenunder oath,andthat depositionsand otherdiscoverymaybe orderedby thearbitrator.
(f) Thecosts ofthearbitration,includingthearbitrator's fees,shall be borneequallyby the parties to thearbitration,unlessotherwise ordered bythearbitrator.
(g) Byagreeingto haveany dispute arising out of themattersincluded inthis'Arbitration ofDisputes'provision decided by neutralarbitration,the parties heretoare givingupanyrightstheymight possesstohavethedispute litigated ina court or a jurytrial.Thepartiesare givinguptheir judicial rightsto discoveryand appeal.
| 22. | Entire Agreement. |
ThisAgreementconstitutestheentire agreement among the parties with respect tothesubjectmatter hereof andsupersedesallprioragreements andunderstandings,bothwritten and oral, among thepartieswithrespect tothe subjectmatterofthisAgreement.
| 23. | Unenforceability or Partial Unenforceability. |
Theinvalidityorunenforceabilityof any particularprovision,or part of anyprovision,ofthisAgreement shallnotaffectthe other provisionsorparts hereof,andthisAgreement shallbeconstruedinallrespectsas if such invalid orunenforceable provisionsorpartswere omitted,provided that theobligations andresponsibilitiesof Escrow Agent arenot materiallyaltered ormodified.
| 24. | Disputes Concerning Agreement. |
NotwithstandingtheArbitration ofDisputes provisionherein,in the eventthatadispute concerning thesubject matter ofthisAgreementissuchthatEscrow Agentdeemsitnecessaryor appropriate for itsprotection to doso,Escrow Agentmayinitiate an interpleader action and deposit allfundsin the Omnibus Accountintoa court of competent jurisdiction andthereuponshallhavenofurther dutieswithrespecttothisAgreement or such Account other than to participate in such interpleader action through its conclusion.In theeventthatEscrow Agent reasonablyfilesan interpleader or other actionpursuant to thisSection, thenEscrowAgent shall be entitledtoall ofitsattorneys' feesandcostspursuant toSection 32 ofthis Agreementandasotherwiseprovided by law.
| 25. | Compliance with Court Orders. |
In the event that all or any portion of the Omnibus Account shall be attached, garnished or levied upon by any court order, or if the delivery of any portion of the Omnibus Account shall be stayed or enjoined by any court order, or if any court order, judgment or decree shall be entered affecting the Omnibus Account, or Escrow Agent, Escrow Agent may, in its sole discretion, obey and comply with such orders, decrees, writs and judgments so issued or entered, notwithstanding any other provision of this Agreement to the contrary.
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| 26. | No Payment on Non-Business Days. |
Ifanypayment under this Agreement istobe madeon adaywhichisa Saturday, Sunday or adayonwhichEscrow Agentis closed for business generally, thensuchpaymentshall be made,with no penaltyor interestbeing due because ofsuchdelayed payment,onthe nextsucceedingday which is not aSaturday, Sunday or adayon which EscrowAgent is closed for business generally.
| 27. | Drafting Ambiguities. |
In resolvinganydisputeorconstruingany provisionhereunder, thereshallbe no presumptions madeorinferences drawn becauseaparty,or theattorneysfor oneof the parties,drafted this Agreementor anyprovision thereof.
| 28. | Waiver. |
Anywaiverofadefault underthis Agreementmust bein writing and shallnot bea waiverofany otherdefaultconcerningthesameor any other provision ofthisAgreement. Nodelayoromissionintheexercise of anyrightorremedyshallimpairsuch right orremedy or beconstrued as a waiver. Aconsent to orapproval of any act shallnot be deemedto waiveor renderunnecessaryconsenttoorapprovalof anyother or subsequent act.
| 29. | Representation By Counsel. |
Each ofthe partiesexecuting this Agreement representsthat they have been represented by legalcounsel oftheirchoice inthe negotiationandpreparationofthisAgreement.
| 30. | Further Assurances. |
Each party to this Agreement shall execute all instruments and documentsand takeall actions asmay be reasonably requiredto effectuate the terms and conditions of this Agreement.
| 31. | Recovery of Attorneys' Fees. |
Inanylegalaction,arbitrationor other proceeding broughtinconnection with, arising out of orrelating to thisAgreement,theprevailing partyshallbeentitledto recover its costs ofsuit,includingreasonableattorneys' fees. This attorneys' fees provision is tobe liberallyconstrued in favor of its application and, therefore, isintendedtohavethe broadestpossibleapplication. Accordingly, and withoutlimiting thegenerality or scope of the foregoing, this attorneys' feesprovisionisintendedto apply whether the claimsasserted sound incontract or tort,whether thereliefsought islegalor equitable, and whethertheissue(s) arising out of or relating to this Agreement are raisedinconnection with apleadingseeking affirmative relief (by way of example and not by way oflimitation,a complaint,cross-complaint or complaint in intervention) or by way of answer,denial,affirmativedefenseorpleain abatement.
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| 32. | Headings. |
Theheadingsof thesectionsof this Agreementhavebeen included only for convenience,andshall notbe deemedinanymanner to modify orlimitany oftheprovisions of thisAgreement,or beusedin any mannerintheinterpretation ofthisAgreement.
[signature page to follow]
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INWITNESS WHEREOF, the parties heretohaveduly executed thisEscrowAgreementasoftheday and year first above written.
| BOSTONPRIVATE BANK AND TRUST CO., | ||||
| as Escrow Agent | ||||
| By: | ||||
| Name: | Torrance Childs | |||
| Title: | Executive Vice President | |||
| By: | ||||
| Name: | Christopher Ramirez | |||
| Title: | Assistant Vice President | |||
| QUADRANT BIOSCIENCES INC. | ||||
| By: | ||||
| Name: | Richard A. Uhlig | |||
| Title: | CEO | |||
| WEFUNDER INC., | ||||
| By: | ||||
| Name: | Nicholas Tommarello | |||
| Title: | Chief Executive Officer | |||
| Page 15 |
SCHEDULE I
ESCROW AGENT FEE SCHEDULE
| Page 16 |
| Escrow DisbursementFee(per disbursement, $12,000 max) | 0.25% of disbursement amount |
| Account Activity Fees(processed through Account Analysis, seeDisclosure and Fee Schedule - Businessfor details) | |
| Monthly Maintenance - DDA | $20.00 |
| Cashier’s Checks | $10.00 |
| Outgoing Domestic Wire Transfers(per wire) | $25.00 |
| Outgoing US$ International Wire Transfers(per wire) | $30.00 |
| Outgoing Foreign Currency International Wire Transfers(per wire) | $30.00 |
| Online Banking Outgoing Domestic Wire Transfer(per wire) | $10.00 |
| Online Banking Outgoing International Wire Transfer(per wire) | $10.00 |
| Account Research/Statement Copies(per hour, $30 minimum) | $30.00 |
| Levies/Garnishments/Subpoenas | $50.00 |
| Overdraft/NSF Check Return/Uncollected Funds(per item, $120 max) | $30.00 |
| Interest Charged on Overdraft Accounts | 15% on avg neg collected balance |
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| Page 17 |
