ESCROW AGREEMENT Dated as of August [ ], 2017 THIS ESCROW AGREEMENT (this Agreement ) is made and entered into as of the date first set forth above by and between LEGAL & COMPLIANCE, LLC, a Florida limited liability company (the Escrow Agent ), Longevity Partnership Fund, LLC, a Delaware limited liability company (the Fund ), and BioFutures, LLC, a Nevada limited liability company ( BioFutures ). Each of the Escrow Agent, the Fund and BioFutures may be referred to herein collectively as the Parties and separately as a Party. WHEREAS, the Fund is considering certain investment opportunities (the Investments ) and, in connection therewith, potential investors ( Investors ) shall provide funds to the Fund such that the Fund can evidence its financial capability to undertake such Investments; and WHEREAS, the Fund desires to provide for the safekeeping of the proceeds of each Investors funds; WHEREAS, the Fund desires to establish an escrow account in which funds received from Investors will be deposited in accordance with the terms and conditions described herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein the Parties hereby agree as follows: 1. Appointment of the Escrow Agent. The Fund hereby appoints the Escrow Agent as escrow agent in accordance with the terms and conditions set forth herein, and the Escrow Agent hereby accepts such appointment. 2. Parties. Each Investor that executes and delivers the Potential Investment Agreement to which this Agreement is an Exhibit (the PIA ) agrees to be bound by the terms hereof in like manner as if such Investor had duly executed the same. 3. Receipt and Deposit of Funds. Until the expiration of the Escrow Period (as defined below): (a) Investors will make the deposit agreed by the PIA by certified or official bank check made payable to Legal & Compliance, LLC Escrow Account or by wire transfer in accordance with the wire instructions set forth in Annex A attached hereto. (b) The Fund will promptly forward to the Escrow Agent any amounts that the Fund receives from Investors, with an identification of which amounts are related to which Investors and a copy of the PIA executed by each Investor in connection therewith. (c) The Escrow Agent shall deposit the amounts received pursuant to Section 3(a) and Section 3(b) (such amounts, the Escrowed Property ) in an escrow account (the Escrow Account ) which shall be known as the Longevity Escrow Account to be established for this purpose. The Parties agree that the Escrow Account may be a non-interest bearing, non-iota (interest on trust account) account in any FDIC-insured bank, in the sole discretion of the Escrow Agent. The Fund shall deliver to the Escrow Agent a statement setting forth the name and address of each Investor whose payment is then being forwarded, along with the amount received from each such Investor. (d) No interest shall accrue or be paid on the Escrowed Property. (e) During the Escrow Period, the Fund is aware and understands that it is not entitled to any funds received into escrow and no amounts deposited in the Escrow Account shall become the!1
property of the Fund or any other entity or be subject to the debts of the Fund or any other entity, except as otherwise set forth herein. 4. Escrow Period; Disbursement. (a) The escrow period (the Escrow Period ) shall begin on the date hereof and shall terminate on December 31, 2018. (b) The Parties acknowledge and agree that, until there is an irrevocable and counter-signed subscription agreement for the utilization of the Investment Amount (as defined in the PIA) of a particular Investor to be utilized for an investment in the Fund executed by the Fund and the applicable Investor (each, together with all related documentation, the Investment Documents ), the applicable Investor shall have the right to cancel the escrow of their Investment Amount pursuant to Section 6 of the PIA and, in such event, and on the sole direction of the Investor, Escrow Agent shall return the applicable Investment Amount to the applicable Investor. Any funds that the Escrow Agent is required to distribute to any Investor pursuant to the terms hereof shall be paid by check mailed to such applicable Investor via first class mail at its address provided in the PIA signed by such Investor within five (5) days of receipt of a written request. (c) The Parties acknowledge and agree that once there are complete, irrevocable and countersigned Investment Documents, the Fund may withdraw (subject to Section 4(d)) the applicable Investment Amount in accordance with the terms and conditions of the Investment Documents. (d) BioFutures hereby agrees, and joins this Agreement to confirm its agreement, to pay for any fees or expenses payable by the Fund to Escrow Agent in any capacity, whether pursuant to Section 7 or otherwise fees of the Escrow Agent hereunder. (e) If, at any time after the receipt by the Escrow Agent of any check pursuant to this Agreement, the Escrow Agent informs the Fund that such check has been entered for collection by it hereunder and is uncollectible and payment of the funds represented by such check has been made to the Fund pursuant to the terms of this Agreement, then the Fund shall immediately reimburse the Escrow Agent for such payment, and the Escrow Agent shall deliver the returned check (or a facsimile thereof if such returned check is lost or destroyed) to the Fund; provided, however, that nothing contained herein shall require the Escrow Agent to pay out funds which it has reason to believe are uncollectible. (f) In the event that, as of the expiration of the Escrow Period, there exists any portion of the Escrowed Amount for which definitive Subscription Documents have not been executed, the Escrow Agent shall return the applicable portion of the Escrowed Amount to the applicable Investor(s), without any further direction by any party. 5. Resignation. In the event that, before the expiration of the Escrow Period, the Escrow Agent shall resign, the Fund shall appoint a successor escrow agent, which is a recognized law firm, accounting firm or financial institution. The Escrow Agent shall deliver the Escrowed Property to such successor escrow agent as may be specified by the Fund in writing, whereupon such successor escrow agent shall succeed to all rights and obligations of the Escrow Agent hereunder, other than those set forth in Section 4(d). In the event that the Fund fails to appoint a successor escrow agent by the effective date of Escrow Agent s resignation, the Escrow Agent may deliver the Escrowed Property to a court of competent jurisdiction.!2
6. Termination of Obligations. (a) The obligations of the Escrow Agent hereunder will terminate on the earliest to occur of (i) the date on which all of the funds deposited in the Escrow Account have been released and disbursed as provided in Section 4, or (ii) the effective date of the resignation of the Escrow Agent pursuant to Section 8(g). (b) Irrespective of the date on which the obligations and liabilities of the Escrow Agent hereunder shall be terminated, the rights of the Escrow Agent and the obligations of the Parties under this Section 6 and Section 7, Section 8 and Section 9 shall survive such termination. 7. Compensation of Escrow Agent. The Escrow Agent shall be paid by Fund its standard hourly rate for acting as escrow agent, in addition to the indemnification provided herein and reimbursement of its expenses. The Escrow Agent shall send the Fund an invoice setting forth all fees and expenses incurred by the Escrow Agent in accordance with its normal billing practices. However, no reimbursement for costs and expenses, indemnification for any damages incurred by the Escrow Agent, or any monies whatsoever shall be paid out of or chargeable to the funds on deposit in the Escrow Account except as set forth in Section 4(c). 8. Exculpation and Indemnification of Escrow Agent. It is understood and agreed that: (a) the duties of the Escrow Agent are purely ministerial in nature and shall be expressly limited to the safekeeping of the Escrowed Property and other moneys held by the Escrow Agent in accordance with this Agreement; (b) the Escrow Agent is under no duty to enforce payment of the Escrowed Property; (c) other than as set forth in Section 4(b), the Escrow Agent is under no duty to accept instructions from any person other than the Fund and then only to the extent and in the manner provided in this Agreement; (d) the Escrow Agent shall be protected in acting upon any notice, opinion, request, instruction, certificate, approval, consent, or other instrument believed by it to be genuine and to be signed by the proper party or parties, and, in the case of notice, request, or instruction required hereunder, to be given by the Fund, shall be protected in acting upon such instrument if given by the Fund in the manner provided in this Agreement; (e) the Escrow Agent shall be indemnified and held harmless by the Fund against any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement, except such claims which are occasioned by its bad faith, gross negligence, or willful misconduct; provided, however, that promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit, or proceeding, the Escrow Agent shall, if a claim in respect thereof is to be made against the Fund, notify the Fund in writing; and; provided, further, that the Fund shall be entitled, at its own expense, to participate in or assume the defense of any such action, suit, or proceeding; (f) the Escrow Agent shall have no liability or duty to inquire into the terms and conditions of the closing of any investment as set forth in the Investment Documents and the transactions contemplated thereby, its duties under this Agreement being purely ministerial in nature; (g) the Escrow Agent shall have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at its address as set forth herein at least ten (10) business days before the date specified for such resignation to take effect; and, upon the effective date of such!3
resignation, the Escrow Agent s obligations hereunder shall cease and terminate upon (x) the delivery of the Escrowed Property as described in Section 5, or, (y) if the Escrow Agent is in its sole determination unable to deliver such funds either because it has not received written instructions from the Fund or because of a dispute between the Fund, the Investors or others regarding entitlement to the Escrowed Property, the delivery of the Escrowed Property in accordance with the directions of a final order or judgment of a court of competent jurisdiction; (h) following the termination of the Escrow Agent s obligations under this Agreement the provisions of Section 8(e) and Section 9(d) shall remain in full force and effect; and (i) the Escrow Agent shall not be bound or in any way affected by any notice of any modification, cancellation, abrogation or rescission of this Agreement, or of any fact or circumstance affecting or alleged to affect the rights or liabilities of the Parties other than as in this Agreement set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless such modification, cancellation, abrogation, rescission, fact or circumstance is signified to it in writing, delivered to the Escrow Agent, signed by all the Parties to this Agreement and, in the case of a modification, unless such modification shall be satisfactory to, and assented to in writing by, the Escrow Agent. 9. Additional Agreements. (a) The Escrow Agent shall have no liability or duty to inquire into the terms and conditions of the Offering materials, its duties under this Agreement being purely ministerial in nature. (b) The Escrow Agent shall have the right to utilize the services of or other attorneys, in its discretion, as its attorneys and same shall not affect or in any way prejudice or limit Escrow Agent s entitlement to reasonable attorney s fees for the services of such attorneys as set forth in this Agreement. (c) In the event Escrow Agent is joined as a party to a lawsuit by virtue of the fact that it is holding the Escrowed Property, the Escrow Agent shall at its option, either (1) tender the Escrowed Property to the registry of the appropriate court or (2) disburse the Escrowed Property in accordance with the court s ultimate disposition of the case, and the Fund hereby indemnifies and holds Escrow Agent harmless from and against any damages or losses in connection therewith including, but not limited to, reasonable attorneys fees and court costs at all trial and appellate levels. In the event Escrow Agent tenders the Escrowed Property to the registry of the appropriate court and files an action of interpleader naming the Fund and any affected third parties of whom Escrow Agent has received actual notice, the Escrow Agent shall be released and relieved from any and all further obligation and liability hereunder or in connection herewith and Fund hereby indemnifies and holds Escrow Agent harmless from and against any damages or losses arising in connection therewith including, but not limited to, all costs and expenses incurred by Escrow Agent in connection with the filing of such action including, but not limited to, reasonable attorneys fees and court costs at all trial and appellate levels 10. Notices. Except as provided to the contrary in this Agreement, all requests, notices, or other communications hereunder to the Escrow Agent or the Fund shall be given either (i) by registered or certified mail, postage prepaid or (ii) by hand delivery in a sealed envelope with a manual receipt given by or on behalf of the addressee, in each case, to the following addresses or such other address as the Parties shall designate to the other by notice given in accordance with this Section 10. Notices also will be deemed conclusively received if sent via facsimile so long as receipt is confirmed by any authorized officer by telephone or other method described in this Section 10.!4
If to the Escrow Agent: If to the Fund or BioFutures: Legal & Compliance, LLC 330 Clematis St., Ste. 217 West Palm Beach, Florida 33401 Telephone: (561) 514-0936 Facsimile: (561) 514-0832 Attention: Laura Anthony, Esq. Longevity Partnership Fund, LLC Attention: William Faloon c/o BioFutures, LLC 1645 Village Center Circle, Suite 170 Las Vegas, NV 89134 Facsimile: 11. Miscellaneous. (a) This Agreement shall be governed by, and its provisions construed in accordance with, the laws of the State of Florida, without application of the conflicts of laws provisions thereof. Each of the Parties (a) irrevocably consents and agrees that any legal or equitable action or proceedings arising under or in connection with this Agreement shall be brought exclusively in the state or federal courts of the United States with jurisdiction in Palm Beach County, Florida. By execution and delivery of this Agreement, each Party hereto irrevocably submits to and accepts, with respect to any such action or proceeding, generally and unconditionally, the jurisdiction of the aforesaid courts, and irrevocably waives any and all rights such Party may now or hereafter have to object to such jurisdiction. (b) In the event that any Party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including reasonable attorney s fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein. (c) This Agreement represents the entire agreement between the Parties relating to the subject matter thereof and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter. This Agreement may be amended or modified only in a writing signed by each of the Parties. (d) The headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the Parties. (e) Nothing in this Agreement is intended to or shall confer upon anyone other than the Parties any legal or equitable right, remedy, or claim. No Party may assign any right or delegate any obligation hereunder, including by merger, consolidation, operation of law, or otherwise, without the written consent of the all of the other Parties and any purported assignment or delegation without such consent shall be void, in addition to constituting a material breach of this Agreement. This Agreement shall be binding on the permitted successors and assigns of the Parties. (f) Each Party shall execute and deliver such documents and take such action, as may reasonably be considered within the scope of such Party s obligations hereunder, necessary to effectuate the transactions contemplated by this Agreement. (g) The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by them in accordance with the terms hereof or were otherwise breached and that each Party hereto shall be entitled to an injunction or injunctions,!5
specific performance and other equitable relief to prevent breaches of the provisions hereof and to enforce specifically the terms and provisions hereof, without the proof of actual damages, in addition to any other remedy to which they are entitled at law or in equity. Each Party agrees to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, and agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that (i) the other Party has an adequate remedy at law, or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. (h) This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute one and the same Agreement. [Signatures appear on following page]!6
IN WITNESS WHEREOF, the undersigned have executed this Escrow Agreement as of the date and year first written above. FUND: Longevity Partnership Fund, LLC By: Its: BioFutures, LLC Managing Member By: William Faloon Chief Executive Officer ESCROW AGENT: LEGAL & COMPLIANCE, LLC By: Laura Anthony Managing Member Agreed and accepted for purposes of Section 4(d): BioFutures, LLC By: Name: Title:!7
ANNEX A LEGAL & COMPLIANCE, LLC 330 Clematis Street, Suite 217 West Palm Beach, Florida 33401 561-514-0936 FAX: 561-514-0832 Wiring Instructions: Wells Fargo Bank, N.A. 420 Montgomery San Francisco, CA 94104 ABA# 121000248 For Credit To: Legal & Compliance, LLC IOTA Trust Account Account Number 2000057977252!1