Common use of Escrow of Funds Clause in Contracts

Escrow of Funds. Pursuant to the Escrow Agreement, a copy of which is attached hereto as Exhibit "A" (the "Escrow Agreement"), executed by the Company, each Subscriber and the escrow agent (the "Escrow Agent"), the Subscribers shall place all funds for purchase of Securities in an escrow account set up by the Company. The Company shall have the right in its sole and absolute discretion, for any reason or no reason, to approve or reject the subscriptions of each Subscriber, as described the Subscription Agreement. With respect to the Initial Tranche Closing, at such time as Subscribers subscribing for at least the Minimum Proceeds have delivered to the Escrow Agent their signed subscription documents, those Subscribers have been approved by the Company and all other Closing conditions have been met, Escrow Agent shall release the subscription funds and signed documents to the Company and release the certificates representing the Securities to the Subscribers. In no event, however, shall the Initial Tranche Closing occur after June 22, 1998, unless a later date is agreed upon by the Company and the Agent (the "Termination Date"). Pursuant to the Escrow Agreement, the Subscribers shall place all funds for purchase of Securities with respect to any Call for Proceeds into such escrow account set up by the Company. With respect to any Call Closing, at such time as Subscribers have delivered to the Escrow Agent any necessary Closing documents, those Subscribers have been approved by the Company and all other Closing conditions have been met, Escrow Agent shall release the subscription funds and signed documents to the Company and release the certificates representing the Securities to the Subscribers.

Escrow of Funds. Pursuant All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow AgreementAgent), if any, will be promptly forwarded by the Placement Agent and deposited into a copy of which is attached hereto as Exhibit "A" non-interest bearing escrow account (the "“Escrow Agreement"Account”) established for such purpose with Signature Bank (the “Escrow Agent”), executed by . All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, each Subscriber the Placement Agent and the escrow agent Escrow Agent (the "“Escrow Agent"Agreement”). The Company will pay all fees related to the establishment and maintenance of the Escrow Account. The Company will either accept or reject, for any or no reason, the Subscribers shall place all documents to be returned by investors as set forth in the Disclosure Materials (the “Subscription Documents”) in a timely fashion and at each Closing, the Company will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptions. If Subscription Documents and good available funds for purchase at least the Minimum Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Notes will be sold, and the Escrow Agent will, at the request of Securities the Placement Agent, cause all monies received from subscribers for the Notes to be promptly returned to such subscribers without interest, penalty, expense or deduction. If subscriptions for gross proceeds in an escrow account cash payment for at least the Minimum Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the first closing of the Offering (“First Closing”) shall be held promptly with respect to the Notes sold. Thereafter additional Notes will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company with respect to additional Notes sold, with the final closing (“Final Closing”) to occur within ten (10) days after the earlier of the Termination Date and the date on which Notes in aggregate principal amount of up to the Maximum Amount have been fully subscribed for. Delivery of payment for the accepted subscriptions for Notes from funds held in the Escrow Account will be made at each Closing against delivery of the Notes by the Company. The Company shall have deliver the right in its sole and absolute discretion, for any reason or no reason, original instruments comprising the Notes per instructions to approve or reject the subscriptions of be provided by Placement Agent within five (5) business days following each Subscriber, as described the Subscription Agreement. With respect to the Initial Tranche Closing, at such time as Subscribers subscribing for at least the Minimum Proceeds have delivered to the Escrow Agent their signed subscription documents, those Subscribers have been approved by the Company and all other Closing conditions have been met, Escrow Agent shall release the subscription funds and signed documents to the Company and release the certificates representing the Securities to the Subscribers. In no event, however, shall the Initial Tranche Closing occur after June 22, 1998, unless a later date is agreed upon by the Company and the Agent (the "Termination Date"). Pursuant to the Escrow Agreement, the Subscribers shall place all funds for purchase of Securities with respect to any Call for Proceeds into such escrow account set up by the Company. With respect to any Call Closing, at such time as Subscribers have delivered to the Escrow Agent any necessary Closing documents, those Subscribers have been approved by the Company and all other Closing conditions have been met, Escrow Agent shall release the subscription funds and signed documents to the Company and release the certificates representing the Securities to the Subscribers.

Escrow of Funds. Pursuant All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow AgreementAgent), if any, will be promptly forwarded by the Placement Agent and deposited into a copy of which is attached hereto as Exhibit "A" non-interest bearing escrow account (the "“Escrow Agreement"Account”) established for such purpose with Signature Bank (the “Escrow Agent”), executed by . All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, each Subscriber the Placement Agent and the escrow agent Escrow Agent (the "“Escrow Agent"Agreement”). The Company will pay all fees related to the establishment and maintenance of the Escrow Account. The Company will either accept or reject, for any or no reason, the Subscribers shall place all documents to be returned by investors as set forth in the Disclosure Materials (the “Subscription Documents”) in a timely fashion and at each Closing, the Company will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptions. If Subscription Documents and good available funds for purchase at least the Minimum Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Debentures and Warrants will be sold, and the Escrow Agent will, at the request of Securities the Placement Agent, cause all monies received from subscribers for the Debentures and Warrants to be promptly returned to such subscribers without interest, penalty, expense or deduction. Theralink Technologies, Inc. November 29, 2022 If subscriptions for gross proceeds in an escrow account cash payment for at least the Minimum Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the first closing of the Offering (“First Closing”) shall be held promptly with respect to Debentures and Warrants sold. Thereafter additional Debentures and Warrants will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company with respect to additional Debentures and Warrants sold, with the final closing (“Final Closing”) to occur within five (5) business days after the earlier of the Termination Date and the date on which Debentures and Warrants for up to the Maximum Amount have been fully subscribed for. Delivery of payment for the accepted subscriptions for Debentures and Warrants from funds held in the Escrow Account will be made at each Closing against delivery of the Debentures and Warrants by the Company. The Company shall have deliver the right in its sole original securities comprising the Debentures and absolute discretion, for any reason or no reason, Warrants per instructions to approve or reject the subscriptions of be provided by Placement Agent within five (5) business days following each Subscriber, as described the Subscription Agreement. With respect to the Initial Tranche Closing, at such time as Subscribers subscribing for at least the Minimum Proceeds have delivered to the Escrow Agent their signed subscription documents, those Subscribers have been approved by the Company and all other Closing conditions have been met, Escrow Agent shall release the subscription funds and signed documents to the Company and release the certificates representing the Securities to the Subscribers. In no event, however, shall the Initial Tranche Closing occur after June 22, 1998, unless a later date is agreed upon by the Company and the Agent (the "Termination Date"). Pursuant to the Escrow Agreement, the Subscribers shall place all funds for purchase of Securities with respect to any Call for Proceeds into such escrow account set up by the Company. With respect to any Call Closing, at such time as Subscribers have delivered to the Escrow Agent any necessary Closing documents, those Subscribers have been approved by the Company and all other Closing conditions have been met, Escrow Agent shall release the subscription funds and signed documents to the Company and release the certificates representing the Securities to the Subscribers.

Escrow of Funds. Pursuant All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow AgreementAgent), if any, will be promptly forwarded by the Placement Agent and deposited into a copy of which is attached hereto as Exhibit "A" non-interest bearing escrow account (the "“Escrow Agreement"Account”) established for such purpose with Signature Bank (the “Escrow Agent”), executed by . All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, each Subscriber the Placement Agent and the escrow agent Escrow Agent (the "“Escrow Agent"Agreement”). The Company will pay all fees related to the establishment and maintenance of the Escrow Account. The Company will either accept or reject, for any or no reason, the Subscribers shall place all documents to be returned by investors as set forth in the Disclosure Materials (the “Subscription Documents”) in a timely fashion and at each Closing, the Company will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptions. If Subscription Documents and good available funds for purchase at least the Minimum Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Debentures and Warrants will be sold, and the Escrow Agent will, at the request of Securities the Placement Agent, cause all monies received from subscribers for the Debentures and Warrants to be promptly returned to such subscribers without interest, penalty, expense or deduction. If subscriptions for gross proceeds in an escrow account cash payment for at least the Minimum Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the first closing of the Offering (“First Closing”) shall be held promptly with respect to Debentures and Warrants sold. Thereafter additional Debentures and Warrants will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company with respect to additional Debentures and Warrants sold, with the final closing (“Final Closing”) to occur within ten (10) days after the earlier of the Termination Date and the date on which Debentures and Warrants for up to the Maximum Amount have been fully subscribed for. Delivery of payment for the accepted subscriptions for Debentures and Warrants from funds held in the Escrow Account will be made at each Closing against delivery of the Debentures and Warrants by the Company. The Company shall have deliver the right in its sole original securities comprising the Debentures and absolute discretion, for any reason or no reason, Warrants per instructions to approve or reject the subscriptions of each Subscriber, as described the Subscription Agreement. With respect to the Initial Tranche Closing, at such time as Subscribers subscribing for at least the Minimum Proceeds have delivered to the Escrow Agent their signed subscription documents, those Subscribers have been approved be provided by the Company and all other Closing conditions have been met, Escrow Placement Agent shall release the subscription funds and signed documents to the Company and release the certificates representing the Securities to the Subscribers. In no event, however, shall the Initial Tranche Closing occur after June 22, 1998, unless a later date is agreed upon by the Company and the Agent within five (the "Termination Date"). Pursuant to the Escrow Agreement, the Subscribers shall place all funds for purchase of Securities with respect to any Call for Proceeds into such escrow account set up by the Company. With respect to any Call 5) business days following each Closing, at such time as Subscribers have delivered to the Escrow Agent any necessary Closing documents, those Subscribers have been approved by the Company and all other Closing conditions have been met, Escrow Agent shall release the subscription funds and signed documents to the Company and release the certificates representing the Securities to the Subscribers.