ESCROW SERVICES

ESCROW AGREEMENT

This ESCROW AGREEMENT (“Agreement”), dated as of _____________, 2020,

between _______________________, a [state] [corporation/limited liability company]
(“Seller”), and _______________________, a [state] [corporation/limited liability company]
(“Buyer”), and Global Continental Consulting, Inc., a Wyoming corporation, as escrow agent
(the “Escrow Agent”).

Recitals

WHEREAS, Seller and Buyer desire to appoint an escrow agent in connection with the
sale and purchase of personal protective equipment (“PPE”, and as further defined below) to be
provided by Seller;

WHEREAS, Buyer desires to place funds into escrow and such funds are to be released
from escrow to Seller in accordance with the terms and conditions of this Agreement; and

WHEREAS, Seller and Buyer desire that the Escrow Agent act as escrow agent pursuant
to the terms and conditions hereinafter set forth, and the Escrow Agent has agreed to do so.

NOW, THEREFORE, in consideration of the premises and covenants and the agreements
contained herein, the parties agree as follows:

1. Certain Definitions.

(a) “Business Day” means a day other than a Saturday, Sunday or other day
on which commercial banks in the City of New York are authorized or required to close.

(b) “Escrow Funds” means the amount of ___________ Dollars

(USD$___,000).

(c) “PPE” means Non-sterile, Powder Free Nitrile Gloves of Brand XXXX,
made in Country XXXX, according to the specs as agreed in the SPA.

2. Escrow; Escrow Agent Fee.

(a) The Escrow Agent shall hold the Escrow Funds in escrow in a segregated,
federally-insured bank money market or checking account. Upon receipt of the First Notice (as
defined below), the Escrow Agent shall promptly disburse [forty percent (40%)] of the Escrow
Funds to Seller pursuant to the instructions provided in the First Notice. Seller and Buyer will in
good faith promptly notify Escrow Agent in writing as to the release of the first payment from
the Escrow Funds (the “First Notice”). Thereafter, Seller and Buyer will in good faith promptly
notify Escrow Agent in writing as to the release of the second and final payment from the
Escrow Funds (the “Second Notice”), and Escrow Agent shall promptly disburse [sixty percent

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(60%)] of the Escrow Funds to Seller pursuant to the instructions provided in the Second Notice.
Unless written permission has been received by the Escrow Agent from Buyer and Seller, then
no disbursements shall be made. Notification must be provided to the Escrow Agent no less than
twenty-four (24) hours before the desired delivery date of the disbursements described above.

(b) The fees due to the Escrow Agent out of the Escrow Funds are set forth in
Schedule 1 hereto (the “Fee”), and shall also include any documented expenses of the Escrow
Agent in connection with the execution of the transactions set forth herein. Escrow Agent shall
deduct its pro rata Fee (i.e., forty percent (40%) of its Fee upon distribution of the first forty
percent (40%) of the Escrow Funds) from the Escrow Funds prior to making the distribution
called for in the First Notice and shall hold that portion of its Fee in the escrow account. Upon
the disbursement pursuant to the Second Notice, Escrow Agent shall be entitled to transfer its
full Fee from the escrow account to the Escrow Agent’s own account upon written notice to
Buyer and Seller. Any and all interest accrued during the term of this Escrow Agreement shall
be the property of the Buyer and shall be disbursed to same within three (3) Business Days
following the disbursement pursuant to the Second Notice within

(c) In the event that the scheduled length of the transaction from deposit of
the Escrow Funds with the Escrow Agent to the disbursement pursuant to the Second Notice is
greater than thirty (30) calendar days, the Escrow Agent shall be entitled to take its pro rata Fee
on the funds disbursed pursuant to the First Notice and upon written notice to the Buyer and
Seller transfer that portion of its Fee from the escrow account to the Escrow Agent’s own
account, and thereafter, following the disbursement pursuant to the Second Notice, transfer the
balance of its full Fee from the escrow account to the Escrow Agent’s own account upon written
notice to Buyer and Seller.

(d) In the event that there is mutual agreement between the Buyer and Seller
that the transaction is terminated prior to any disbursement, and the Escrow Agent receives
written, mutual instructions to relinquish the Escrow Funds maintained in the escrow account
back to the Buyer, then Escrow Agent shall do so within three (3) Business Days, less any
documented expenses of the Escrow Agent in connection with the execution of the transactions
set forth herein incurred to date.

(e) In the event that there is mutual agreement between the Buyer and Seller
that the transaction is terminated following any disbursement, and the Escrow Agent receives
written, mutual instructions to relinquish the then-currently maintained Escrow Funds in the
escrow account back to the Buyer, then Escrow Agent shall do so within three (3) Business
Days, less any documented expenses of the Escrow Agent in connection with the execution of
the transactions set forth herein incurred to date and less Escrow Agent’s pro rata Fee. In such
instance, Escrow Agent shall have no further responsibility whatsoever for the transaction or to
take any action whatsoever with respect to the recovery, transfer or otherwise of the previously
disbursed funds, it being solely the responsibility of Buyer and Seller to resolve any issues with
same and to make any arrangements with respect to same.

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3. Dispute Procedures. If any dispute arises between Buyer and Seller with respect
to the disposition of the Escrow Funds, the Escrow Agent is authorized and directed to retain all
or any part of the Escrow Funds, without liability to any party, until such dispute shall have been
settled either by mutual written agreement of the parties concerned or by a final order, award,
decree or judgment of a court of competent jurisdiction and the expiration of the time for appeal
without an appeal having been perfected, and the Escrow Agent shall be under no duty
whatsoever to institute or defend any such proceedings. In addition, in the event of a dispute
between Buyer and Seller with respect to the disposition of the Escrow Funds, the Escrow Agent
may deposit the Escrow Funds with the Supreme Court of the State of New York, New York
County, and commence an action for interpleader. The parties agree to submit to the jurisdiction
of such court and further agree that the Escrow Agent will have no further obligations hereunder
after delivering the Escrow Funds to such court. Any reasonable expenses incurred by the
Escrow Agent in connection with such interpleader proceedings shall be jointly and severally
borne by Seller and Buyer and shall be reimbursed by Seller and Buyer to the Escrow Agent on
demand.

4. Limitation on Liability of the Escrow Agent. The Escrow Agent shall have no
liability whatsoever arising out of or in connection with its activities as escrow agent, including
but not limited to for any omission or error by Buyer, Seller or their respective representatives,
any loss of funds related to the suspension, insolvency or failure of the funds, or of the banks
themselves, or for any legal proceedings between the Buyer and Seller, except in the event of
Escrow Agent’s gross negligence or willful misconduct. In no event will the Escrow Agent be
liable for incidental, consequential, special or punitive damages, even if it is aware or is notified
of the possibility of such damages being incurred. Seller and Buyer jointly and severally agree
to indemnify and hold harmless the Escrow Agent from and against any and all losses, liabilities,
costs, claims, causes of action, damages, penalties, fines or expenses (including attorneys’ fees
and other litigation or dispute resolution expenses, including but not limited to court costs) which
may be incurred by reason of its acting as escrow agent. If the Escrow Agent becomes entitled
to indemnification pursuant to this Section, it shall have the right, but not the obligation, to
obtain all or any portion of the amounts for which it is entitled to be indemnified from the
Escrow Funds. For this purpose and the purposes of reimbursement of the Escrow Agent’s
expenses pursuant to Section 7 hereof, Seller and Buyer authorize the Escrow Agent to make
transfers from the escrow account to the Escrow Agent’s own account. The Escrow Agent will
notify Seller and Buyer in writing if it makes any such transfers.

5. Reliance by Escrow Agent on Documents Submitted. The Escrow Agent shall

have the right to act in reliance upon any document, instrument or signature which may be
submitted to it in connection with its duties hereunder which is believed by it to be genuine and
to have been signed or presented by the proper party and shall have no liability or responsibility
with respect to the form, execution or validity thereof, or to investigate or inquire further.

6. Amendments. The Escrow Agent shall not be bound by any modification,

cancellation or rescission of this Agreement unless in writing and signed by Seller, Buyer and the
Escrow Agent. In no event shall any modification of this Agreement which affects the rights or
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duties of the Escrow Agent be binding upon the Escrow Agent unless it shall have given its prior
written consent.

7. Reimbursement of Expenses. The Escrow Agent shall be entitled to

reimbursement of any expenses incurred in the performance of its duties hereunder. If a dispute
arises as to the proper disposition of the Escrow Funds, the Escrow Agent shall be entitled to
consult with and retain such counsel as it may in its sole discretion select and shall be reimbursed
by Seller and Buyer (each of whom shall be responsible jointly and severally) for all expenses
related to such consultation and representation with respect to its duties and shall be further
entitled to reimbursement of all reasonable expenses incurred in connection with the resolution
of such dispute. If the Escrow Agent becomes entitled to reimbursement pursuant to this
Section, it shall have the right, but not the obligation, to obtain all or any portion of such
reimbursement from the Escrow Funds. For this purpose, Seller and Buyer authorize the Escrow
Agent to make transfers from the escrow account to the Escrow Agent’s own account as set forth
in Section 4.

8. Reliance by Escrow Agent on Advice of Counsel. The Escrow Agent may act or
refrain from acting in respect of any matter discussed in this Agreement in full reliance upon and
by and with the advice of counsel and shall be fully protected from liability in so acting or in
refraining from acting upon the advice of such counsel.

9. Legal Remedies. The Escrow Agent may but shall not be required to institute or
defend any action or legal process involving any matter referred to herein which in any manner
affects it or its duties or liabilities hereunder, unless or until requested to do so by any of the
other parties hereto and then only upon receiving full indemnification in an amount, and of a
character, as it shall require, against any and all claims, liabilities, judgment, attorneys' fees and
other expenses of every kind or relation thereto.

10. Resignation. The Escrow Agent may at any time resign hereunder by giving
written notice of its resignation to the other parties hereto at least ten (10) calendar days prior to
the date specified for such resignation to take effect. Upon the effective date of such resignation,
the Escrow Funds shall be delivered to such person or entity as shall be designated in writing by
Seller and Buyer, or if no such instructions are received, to the court identified in Section 3
hereof, whereupon all obligations of the Escrow Agent hereunder shall terminate.

11. Notices. Unless otherwise provided herein, any notice required or permitted
under this Agreement shall be given in writing and shall be deemed effectively given (i)
immediately upon personal delivery or via email (with confirmation of receipt) to the party to be
notified, (ii) on the first (1st) business day after deposit with an internationally recognized
overnight delivery service or (iii) five (5) calendar days after deposit in the mail if sent by
registered or certified mail, postage prepaid. In the event of sending pursuant to (ii) or (iii)
above, a courtesy copy shall also be sent via email. Notices shall be sent to the address below, or
to such other address as a party may designate by giving ten (10) calendar days’ written notice to
the other party:

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If to Seller: If to Buyer:

[] []
[] []
[] []
Attn: [] Attn: []

If to the Escrow Agent:

Global Continental Consulting, Inc.
315 West 36th Street, 2nd Floor
New York, NY 10018
Attn: Steven Resnick
[email protected]

With a copy to:

Tony Onorato, Esq.
FisherBroyles, LLP
445 Park Avenue, 9th Floor
New York, NY 10022
[email protected]

12. Miscellaneous.

(a) This Agreement, along with Schedule 1 which is incorporated herein,

constitutes the entire agreement among the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings (written or oral) of the parties in
connection herewith.

(b) This Agreement may be executed in two or more counterparts, or in PDF

format, each of which shall be deemed an original, and together which shall constitute one and
the same document.

(c) The headings in this Agreement have been inserted for convenience of
reference only and shall not be construed or interpreted for or against any party hereto.

(d) This Agreement shall be governed by the laws of the State of New York
governing contracts made in and to be performed solely in such State and without giving effect
to the principles of conflicts of law; cannot be changed or terminated orally, and may be
modified only by a written agreement executed by all parties hereto; and shall inure to the benefit
of and be binding upon the parties hereto and their respective successors, heirs, administrators,
executors, legal representatives and assigns.

(e) This Agreement constitutes the joint product of the parties hereto and each
provision has been subject to the mutual consultation, negotiation and agreement of such parties
and shall not be construed for or against any of them.
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(f) Should any part of this Agreement be held unenforceable or in conflict

with the applicable laws or regulations of any applicable jurisdiction, the invalid or
unenforceable part or provision shall be replaced with a provision which accomplishes, to the
extent possible, the original business purpose of the invalid or unenforceable part or provision in
a valid and enforceable manner, and the remainder of this Agreement shall remain binding upon
the parties hereof.

(g) No failure or delay on the part of any party to this Agreement in exercising
any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy preclude any other or further exercise thereof
or the exercise of any other right, power or remedy hereunder. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law. All waivers shall be in writing
and signed by the party to be charged therewith.

(h) The persons executing and delivering this Agreement on behalf of the
parties represent and warrant that each of them is duly authorized to do so and that the execution
of this Agreement is the lawful and voluntary act of the parties.

13. Termination; Survival. This Agreement shall terminate upon release of the
Escrow Funds and any other payments set forth in Section 2 in accordance with the provisions of
this Agreement; provided that all obligations of Seller and Buyer to indemnify the Escrow Agent
and to reimburse the expenses of the Escrow Agent shall survive the termination of this
Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of
the date first written above by their respective officers thereunto duly authorized.

BUYER: ________________________

By:______________________________
Name:
Title:

SELLER: ________________________

By:________________________________
Name:
Title:

GLOBAL CONTINENTAL CONSULTING, INC.

By:________________________________
Name: Steven C. Resnick
Title: General Manager

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SCHEDULE 1

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