Common use of Escrow Provisions Clause in Contracts

Escrow Provisions. Pending the sale of the Shares and the Warrants, all funds paid hereunder shall be deposited in a trust account maintained at Manufacturers Bank, 1▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "BANK"), which is maintained by S▇▇▇▇ Law Group (the "ESCROW AGENT") (the "BANK ACCOUNT"), pursuant to an escrow agreement by and among the Escrow Agent, the Company, and the Placement Agent (the "ESCROW AGREEMENT"). If a Closing has not occurred on or prior to March 23, 2004, or such later date mutually agreed by the Company and the Placement Agent (the "TERMINATION DATE"), then this Agreement shall be void and all funds paid hereunder by each Purchaser shall be promptly returned to the Placement Agent without interest and/or deduction, except for those fees, if any, charged by the Bank regarding the transfer by wire of funds pursuant to this Agreement and the Escrow Agreement, subject to Section 2.5 hereof. If a Closing occurs on or prior to the Termination Date, then all net purchase proceeds shall be paid to the Company within three (3) business days thereafter. Each Purchaser, by his, her or its signature to this Agreement, hereby acknowledges and agrees, for the benefit of the Escrow Agent, that the Escrow Agent is not a co-issuer, employee, affiliate, agent, or other representative of the Company or the Placement Agent regarding the offer and sale of the Transaction Securities sold by the Company, pursuant to this Agreement, or otherwise, but the Escrow Agent is acting as escrow agent to accommodate the closing of the purchase of those securities for the Company and the Placement Agent. Each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrants, and covenants, for the benefit of the Escrow Agent, that such Purchaser has not received from the Escrow Agent, directly or indirectly, any representation, warranty, covenant, or other information, in any form whatsoever, regarding the purchase of the Investor Securities. Accordingly, each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrants, and covenants that such Purchaser has not relied upon any representation, warranty, covenant, or other information from the Escrow Agent regarding such Purchaser's decision to purchase the Investor Securities. Each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrants, and covenants, for the benefit of the Escrow Agent, that such Purchaser, is aware that the Escrow Agent has served as counsel for the Company and currently serves as counsel for affiliates of the Company; PROVIDED, HOWEVER, the Escrow Agent does not serve as counsel for the Company on the date of this Agreement. Each Purchaser, by his, her or its signature to this Agreement, and assuming the proper execution by the Escrow Agent of its duties pursuant to the Escrow Agreement, hereby unconditionally, irrevocably, and forever indemnifies and releases the Escrow Agent, to the maximum extent permitted by applicable law, for any and all claims of Purchaser of any nature whatsoever which may exist at any time, either on the date of such Purchaser's purchase of such Investor Securities or come into existence at any time in the future, in any way resulting from or relating to such Purchaser's purchase of the Investor Securities from the Company pursuant to the provisions of this Agreement, or otherwise. Each Purchaser, by his, her or its signature to this Agreement, for the benefit of the Escrow Agent, represents, warrants, and covenants that such Purchaser understands the meaning and legal consequences of the representations, warranties, and covenants specified in this Section 2.3 and that the Escrow Agent has relied on and will continue to rely on those representations, warranties, and covenants as a condition to and as consideration for the performance of the escrow services by the Escrow Agent pursuant to the provisions of the Escrow Agreement.

Escrow Provisions. Pending A. Upon the sale execution of the Shares Agreement between Demeter and Licensee, Licensee will pay the license issue fees set forth in Paragraph A of Article III and the Warrantstechnical assistance and support amount set forth in Article VIII (totaling $1,250,000) as follows: (i) the sum of Seventy-five Thousand Dollars ($75,000) will be paid directly to Demeter (which amount relates to the amounts due under Article IIIA(c) and a portion of the amount due under Article VIII) and (ii) the sum of One Million, all funds One Hundred Seventy-five Thousand Dollars ($1,175,000) will be paid hereunder shall be deposited in into a trust mutually agreeable interest bearing escrow account maintained at Manufacturers Bank, 1▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "BANK"), which is maintained by S▇▇▇▇ Law Group (the "ESCROW AGENT") (the "BANK ACCOUNT"), pursuant to using an escrow agreement by agent mutually acceptable to Demeter and among Licensee; which payments will satisfy Licensee's obligation under the Escrow Agent, the Company, and the Placement Agent (the "ESCROW AGREEMENT"). If a Closing has not occurred on or prior to March 23, 2004, or such later date mutually agreed by the Company and the Placement Agent (the "TERMINATION DATE"), then indicated provisions set forth in this Agreement shall be void and all funds paid hereunder by each Purchaser shall be promptly returned to the Placement Agent without interest and/or deduction, except for those fees, if any, charged by the Bank regarding the transfer by wire of funds pursuant to this Agreement and the Escrow Agreement, subject to Section 2.5 hereof. If a Closing occurs on or prior to the Termination Date, then all net purchase proceeds shall be paid to the Company within three (3) business days thereafter. Each Purchaser, by his, her or its Paragraph A. B. Promptly upon LSU's signature to this Agreement, hereby acknowledges Two Hundred and agrees, for the benefit Seventy-five Thousand Dollars ($275,000) of the Escrow Agent, amount held in escrow (which amount relates to the balance of the amount due under Article VIII) will be released to Demeter. The balance of the amount held in escrow will be released to Demeter upon the receipt by Demeter or LSU of a letter from Phytonetix releasing any interest that the Escrow Agent is not a co-issuer, employee, affiliate, agent, or other representative Prior Parties may have in the LSU Licensed Patents by virtue of the Company or the Placement Agent regarding the offer and sale of the Transaction Securities sold by the CompanyPrior License; or, pursuant to this Agreementif such release cannot be obtained, or otherwise, but the Escrow Agent is acting such other documentation as escrow agent to accommodate the closing of the purchase of those securities for the Company and the Placement Agent. Each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrants, and covenants, for the benefit of the Escrow Agent, that such Purchaser has not received from the Escrow Agent, directly or indirectly, any representation, warranty, covenant, or other informationLicensee may, in any form whatsoeverits sole discretion, regarding accept in lieu of such release. C. In the purchase of the Investor Securities. Accordingly, each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrants, and covenants that such Purchaser has not relied upon any representation, warranty, covenant, or other information from the Escrow Agent regarding such Purchaser's decision to purchase the Investor Securities. Each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrants, and covenants, for the benefit of the Escrow Agent, that such Purchaser, is aware event that the Escrow Agent has served as counsel for the Company and currently serves as counsel for affiliates of the Company; PROVIDED, HOWEVER, the Escrow Agent does conditions set forth in Paragraph B above cannot serve as counsel for the Company on be satisfied within six (6) months from the date of this Agreement. Each Purchaser, by his, her or its signature to this Agreement, and assuming the proper execution by the Escrow Agent of its duties pursuant to the Escrow Agreement, hereby unconditionally, irrevocably, and forever indemnifies and releases the Escrow Agent, to the maximum extent permitted by applicable law, for any and all claims of Purchaser of any nature whatsoever which may exist at any time, either on the date of such Purchaser's purchase of such Investor Securities or come into existence at any time in the future, in any way resulting from or relating to such Purchaser's purchase of the Investor Securities from the Company pursuant to the provisions of this Agreement, or otherwise. Each Purchaser, by his, her or its signature to this Agreement, for then the benefit of the Escrow Agent, represents, warrants, and covenants that such Purchaser understands the meaning and legal consequences of the representations, warranties, and covenants specified in this Section 2.3 and that the Escrow Agent has relied on and will continue to rely on those representations, warranties, and covenants as a condition to and as consideration for the performance balance of the escrow services account will be released to Licensee. D. In the event Licensee is subsequently able to secure the Prior Parties' release of any interest in the LSU Licensed Patents and Supplemental Patent Rights by the Escrow Agent pursuant Prior Parties, or in the event that the Prior Parties' right to assert any such interest is barred by statute or adjudicated adversely to the provisions Prior Parties, then Licensee will pay to Demeter the amount of any funds remaining from the Escrow Agreementpreviously escrowed balance released to Licensee to the extent that such funds were not utilized by Licensee in obtaining such release , or otherwise used in securing Licensee's right to use the LSU Licensed Patents and Supplemental Patent Rights.

Escrow Provisions. Pending 3.1 ▇▇▇▇▇ ▇▇▇▇▇▇ shall hold the sale of the Shares Subject Securities and the Warrants, all funds paid hereunder Subject Monies (which shall be deposited in into a segregated interest-bearing trust account maintained at Manufacturers Banka Canadian chartered bank or similar financial institution of the kind of account normally used for such purposes) for the purpose of securing the indemnification obligations of the Sellers pursuant to Article VIII of the Purchase Agreement for a period of six months commencing on the Closing Date, 1subject to the provisions of Section 3.2 hereof (the "Escrow Period"). The Subject Monies plus any interest accrued thereon, the Subject Securities and any Common Shares or other equity securities issued or distributed by the Parent in respect of the Subject Securities during the Escrow Period (the "New Shares"), as held by ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇are hereinafter collectively referred to as the "Escrow Fund". 3.2 Notwithstanding any other provision hereof, three months from the Closing Date the Escrow Period with respect to one-half of the Subject Monies and one-half of the Subject Securities shall terminate. At such time, ▇▇▇▇▇ ▇▇▇▇▇▇ shall: (a) wire to the Representative, ▇▇▇▇▇as per the Representative’s wire instructions, the amount of US$150,000, representing one-half of the Subject Monies, plus the interest accrued thereon; and (b) deliver, via courier, to the Parent’s transfer agent (the "Transfer Agent") the Share Certificate representing 2,375,000 Common Shares, representing one-half of the Subject Securities, along with any related New Shares. The Parent shall instruct the Transfer Agent and shall cause the Transfer Agent to issue to the Sellers stock certificates representing such Common Shares, as instructed by the Representative. Notwithstanding the foregoing, if the said portion of the Subject Monies and/or the Subject Securities are necessary to fully satisfy any unsatisfied claims made pursuant to Article VIII of the Purchase Agreement, as specified in any Indemnity Claim Notice received by ▇▇▇▇▇ ▇▇▇▇▇▇ (prior to the "BANK")expiration of the said three-month period, which is maintained then the said Subject Monies and Subject Securities shall be retained by S▇▇▇▇▇ Law Group ▇▇▇▇▇▇; provided that if, between the expiry of the three-month period and the expiry of the Escrow Period, ▇▇▇▇▇ ▇▇▇▇▇▇ is instructed by notice in writing executed by the Parent and the Representative, in form and substance satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇, to deliver any or all of the Subject Monies (plus the "ESCROW AGENT"interest accrued thereon) and/or the Subject Securities (and any related New Shares) to a person designated in such notice, ▇▇▇▇▇ ▇▇▇▇▇▇ shall deliver such Subject Monies and/or Subject Securities, as directed. 3.3 Upon the "BANK ACCOUNT"expiration of the Escrow Period, ▇▇▇▇▇ ▇▇▇▇▇▇ shall: (a) wire to the Representative, as per the Representative’s wire instructions, the amount of any Subject Monies remaining in the Escrow Fund plus the interest accrued thereon; and (b) deliver, via courier, to the Transfer Agent the Share Certificate(s) remaining in the Escrow Fund along with any related New Shares. The Parent shall instruct the Transfer Agent and shall cause the Transfer Agent to issue to the Sellers stock certificates representing such Common Shares, as instructed by the Representative. Notwithstanding the foregoing, if the said portion of the Subject Monies and/or the Subject Securities are necessary to fully satisfy any unsatisfied claims made pursuant to Article VIII of the Purchase Agreement, as specified in any Indemnity Claim Notice received by ▇▇▇▇▇ ▇▇▇▇▇▇ prior to the expiration of the Escrow Period, then the said Subject Monies and Subject Securities shall be retained by ▇▇▇▇▇ ▇▇▇▇▇▇; provided that if, after the expiry of the Escrow Period, ▇▇▇▇▇ ▇▇▇▇▇▇ is instructed by notice in writing executed by the Parent and the Representative, in form and substance satisfactory to ▇▇▇▇▇ ▇▇▇▇▇▇, to deliver any or all of the Subject Monies and/or the Subject Securities to a person designated in such notice, ▇▇▇▇▇ ▇▇▇▇▇▇ shall deliver such Subject Monies (plus the interest accrued thereon) and/or Subject Securities (and any related New Shares), pursuant as directed. 3.4 ▇▇▇▇▇ ▇▇▇▇▇▇ is authorized by each of the Buyer and the Sellers to an escrow agreement make the deliveries required by each of Sections 3.2 and among 3.3 of this Agreement. 3.5 Notwithstanding any other provision of the Escrow AgentPurchase Agreement, the Company, and the Placement Agent (the "ESCROW AGREEMENT"). If a Closing has parties hereto agree that ▇▇▇▇▇ ▇▇▇▇▇▇ shall not occurred on or prior be obliged to March 23, 2004, or such later date mutually agreed deliver copies of any proxy solicitation materials received by the Company and the Placement Agent (the "TERMINATION DATE"), then this Agreement shall be void and all funds paid hereunder by each Purchaser shall be promptly returned to the Placement Agent without interest and/or deduction, except for those feesit, if any, charged by to the Bank Sellers or to the Representative, nor to provide quarterly statements to the Representative regarding the transfer by wire Escrow Fund. At the time of funds pursuant to this Agreement and the Escrow Agreement, subject to Section 2.5 hereof. If a Closing occurs on or prior to the Termination Date, then all net purchase proceeds shall be paid to the Company within three (3) business days thereafter. Each Purchaser, by his, her or its signature to this Agreement, hereby acknowledges and agrees, for the benefit of the Escrow Agent, that the Escrow Agent is not a co-issuer, employee, affiliate, agent, or other representative of the Company or the Placement Agent regarding the offer and sale of the Transaction Securities sold by the Company, pursuant to this Agreement, or otherwise, but the Escrow Agent is acting as escrow agent to accommodate the closing of the purchase of those securities for the Company and the Placement Agent. Each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrants, and covenants, for the benefit of the Escrow Agent, that such Purchaser has not received making any distributions from the Escrow AgentFund, directly or indirectly, any representation, warranty, covenant, or other information, in any form whatsoever, regarding ▇▇▇▇▇ ▇▇▇▇▇▇ shall make reasonable efforts to provide the purchase Representative with a written statement setting out the amounts of the Investor Securities. AccordinglySubject Monies plus interest accrued thereon, each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrants, the Subject Securities and covenants that such Purchaser has not relied upon any representation, warranty, covenant, or other information from the New Shares remaining in the Escrow Agent regarding such Purchaser's decision to purchase the Investor SecuritiesFund. Each PurchaserThe Parent agrees that, by his, her or its signature to this Agreement, hereby represents, warrants, and covenants, for the benefit of during the Escrow AgentPeriod, that such Purchaser, is aware that the Escrow Agent has served as counsel for the Company and currently serves as counsel for affiliates of the Company; PROVIDED, HOWEVER, the Escrow Agent does not serve as counsel for the Company on the date of this Agreement. Each Purchaser, by his, her or its signature to this Agreement, and assuming the proper execution by the Escrow Agent of its duties pursuant it shall attend to the Escrow Agreement, hereby unconditionally, irrevocably, and forever indemnifies and releases the Escrow Agent, delivery of any proxy solicitation materials to the maximum extent permitted by applicable law, for any and all claims of Purchaser of any nature whatsoever which may exist at any time, either on the date of such Purchaser's purchase of such Investor Securities or come into existence at any time in the future, in any way resulting from or relating to such Purchaser's purchase of the Investor Securities from the Company pursuant to the provisions of this Agreement, or otherwise. Each Purchaser, by his, her or its signature to this Agreement, for the benefit of the Escrow Agent, represents, warrants, and covenants that such Purchaser understands the meaning and legal consequences of the representations, warranties, and covenants specified in this Section 2.3 and that the Escrow Agent has relied on and will continue to rely on those representations, warranties, and covenants as a condition to and as consideration for the performance of the escrow services by the Escrow Agent pursuant to the provisions of the Escrow AgreementRepresentative.

Escrow Provisions. Pending Following mutual execution of this Agreement, the sale of the Shares and the Warrants, all funds paid hereunder parties shall be deposited in a trust account maintained at Manufacturers Bank, 1▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "BANK"), which is maintained by S▇▇▇▇ Law Group (the "ESCROW AGENT") (the "BANK ACCOUNT"), pursuant to cause an escrow agreement by and among the to be opened with Escrow Agent, who shall administer the Companyescrow for the transaction in accordance with the terms of this Agreement, and in accordance with Escrow Agent’s standard terms and conditions attached hereto as Exhibit 2.4. The parties further agree to execute such customary escrow instructions as Escrow Agent may reasonably require to administer the Placement escrow for this transaction. (a) Upon the Closing, Escrow Agent (is authorized and directed by each of Purchaser and Seller to pay any portion of the "ESCROW AGREEMENT"). If a Closing Deposit which has not occurred on or prior been heretofore released to March 23Seller pursuant to the terms of Section 2.2(d). (b) In the event Purchaser should default under this Agreement as set forth in Section 12.1 below, 2004Escrow Agent shall pay to Seller any portion of the Deposit which has not been heretofore released to Seller pursuant to the terms of Section 2.2(d), or such later date mutually agreed who shall retain the Deposit in accordance with Section 12.1 below. (c) In the event this Agreement is terminated by reason other than Purchaser’s default as set forth in Section 12.1 below, Seller shall, within thirty (30) days of termination of this Agreement, fund the Company refundable portion of the Deposit previously released to Seller to escrow by electronic wire transfer of immediately available federal funds to the account previously designated by Escrow Agent. Escrow Agent shall, promptly upon availability thereof, pay the refundable portion of the Deposit to Purchaser. Notwithstanding the foregoing, (x) in the event this Agreement is terminated by reason other than Purchaser’s default as set forth in Section 12.1 below after the Initial Non-Refundable Portion Trigger Date, except as otherwise provided in Section 2.2(d)(1), a portion of the Deposit equal to the Initial Non-Refundable Portion shall be retained by Seller and (y) in the event this Agreement is terminated by reason other than Purchaser’s default as set forth in Section 12.1 below after the Second Non-Refundable Portion Trigger Date, except as otherwise provided in Section 2.2(d)(3), the entire Deposit shall be retained by Seller. (d) Escrow Agent shall deposit the Deposit in an interest bearing account. So long as Purchaser is not in default under this Agreement and the Placement Agent (the "TERMINATION DATE")Deposit has not been released to Seller in accordance with Section 2.2, then this Agreement shall be void and all funds paid hereunder by each Purchaser shall be promptly returned entitled to receive the interest earned on the Deposit, which shall be applied towards the Purchase Price, and shall pay all income taxes owed in connection therewith. The employer identification numbers of Seller and Purchaser are respectively set forth on the signature page hereof. (e) Escrow Agent, by signing this Agreement at the end hereof where indicated, signifies its agreement to hold the Deposit for the purposes as provided in this Agreement. In the event of any dispute, Escrow Agent shall have the right to deposit the Deposit with a court of competent jurisdiction to await the resolution of such dispute. Escrow Agent shall not incur any liability by reason of any action or non-action taken by it in good faith or pursuant to the Placement judgment or order of a court of competent jurisdiction. Escrow Agent without interest and/or deductionshall have the right to rely upon the genuineness of all certificates, notices and instruments delivered to it pursuant hereto, and all the signatures thereto or to any other writing received by Escrow Agent purporting to be signed by any party hereto, and upon the truth of the contents thereof. (f) Subject to the provisions of Section 2.2, and except as provided in Section 2.2(d)(1), Escrow Agent shall not pay or deliver the Deposit to any party unless written demand is made therefor and a copy of such written demand is delivered to the other party. If Escrow Agent does not receive a written objection from the other party to the proposed payment or delivery within five (5) Business Days after such demand is served by personal delivery on such party, Escrow Agent is hereby authorized and directed to make such payment or delivery. If Escrow Agent does receive such written objection within such five (5) Business Day period or if for those feesany other reason Escrow Agent in good faith shall elect not to make such payment or delivery, Escrow Agent shall forward a copy of the objections, if any, charged to the other party or parties, and continue to hold the Deposit unless otherwise directed by written instructions from the Bank regarding the transfer by wire of funds pursuant parties to this Agreement and or by a judgment of a court of competent jurisdiction. In any event, Escrow Agent shall have the Escrow Agreement, subject right to Section 2.5 hereof. If a Closing occurs on or prior refrain from taking any further action with respect to the Termination Date, then all net purchase proceeds subject matter of the escrow until it is reasonably satisfied that such dispute is resolved or action by Escrow Agent is required by an order or judgment of a court of competent jurisdiction. (g) Escrow Agent shall be paid entitled to the Company within three (3) business days thereafterconsult with counsel in connection with its duties hereunder. Each Seller and Purchaser, by hisjointly and severally, her or its signature agree to this Agreementreimburse Escrow Agent, hereby acknowledges and agreesupon demand, for the benefit reasonable costs and expenses including attorneys’ fees incurred by Escrow Agent in connection with its acting in its capacity as Escrow Agent. In the event of litigation relating to the subject matter of the escrow, whichever of Seller or Purchaser is not the prevailing party shall reimburse the prevailing party for any costs and fees paid by the prevailing party or paid from the escrowed funds to Escrow Agent, that the . (h) Seller and Purchaser shall jointly and severally indemnify and hold Escrow Agent is not a co-issuer, employee, affiliate, agent, or other representative of the Company or the Placement Agent regarding the offer harmless from and sale of the Transaction Securities sold by the Company, pursuant to this Agreement, or otherwise, but the Escrow Agent is acting as escrow agent to accommodate the closing of the purchase of those securities for the Company and the Placement Agent. Each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrants, and covenants, for the benefit of the Escrow Agent, that such Purchaser has not received from the Escrow Agent, directly or indirectly, any representation, warranty, covenant, or other information, against all liabilities (including reasonable attorneys’ fees) incurred in any form whatsoever, regarding the purchase of the Investor Securities. Accordingly, each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrants, and covenants that such Purchaser has not relied upon any representation, warranty, covenant, or other information from the Escrow Agent regarding such Purchaser's decision to purchase the Investor Securities. Each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrants, and covenants, for the benefit of the Escrow Agent, that such Purchaser, is aware that the Escrow Agent has served as counsel for the Company and currently serves as counsel for affiliates of the Company; PROVIDED, HOWEVER, the Escrow Agent does not serve as counsel for the Company on the date of this Agreement. Each Purchaser, by his, her or its signature to this Agreement, and assuming the proper execution by the Escrow Agent of its duties pursuant to the Escrow Agreement, hereby unconditionally, irrevocably, and forever indemnifies and releases the Escrow Agent, to the maximum extent permitted by applicable law, for any and all claims of Purchaser of any nature whatsoever which may exist at any time, either on the date of such Purchaser's purchase of such Investor Securities or come into existence at any time in the future, in any way resulting from or relating to such Purchaser's purchase of the Investor Securities from the Company pursuant to the provisions of this Agreement, or otherwise. Each Purchaser, by his, her or its signature to this Agreement, for the benefit of the Escrow Agent, represents, warrants, and covenants that such Purchaser understands the meaning and legal consequences of the representations, warranties, and covenants specified in this Section 2.3 and that the Escrow Agent has relied on and will continue to rely on those representations, warranties, and covenants as a condition to and as consideration for connection with the performance of the escrow services Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or made by the Escrow Agent pursuant to in bad faith, in disregard of this Agreement or involving negligence on the provisions part of the Escrow AgreementAgent.

Escrow Provisions. Pending With respect to the sale Deposit (and the Additional Deposit, if applicable), Escrow Agent is instructed as follows: (a) Upon the Closing, the Deposit (and the Additional Deposit, if applicable) then being held shall be paid over to Seller and the Promissory Note (and the Additional Promissory Note, if applicable) shall be returned to Purchaser. (b) Prior to the Closing or the Closing date set by Seller pursuant to Article 18, Escrow Agent shall deliver the Deposit (and the Additional Deposit, if applicable) and the Promissory Note (and the Additional Promissory Note, if applicable) to the party(ies) designated in a joint written directive delivered to Escrow Agent and signed by Purchaser and Seller (a "Joint Directive") or to a party hereto requesting same in a writing delivered to Escrow Agent and certifying therein that it is entitled to the Deposit (and the Additional Deposit, if applicable) pursuant to this Contract (a "Party Letter"). If Escrow Agent receives a Joint Directive, it promptly thereafter shall deliver the Deposit (and the Additional Deposit, if applicable) and the Promissory Note (and the Additional Promissory Note, if applicable) in accordance with the Joint Directive. If the Escrow Agent receives a Party Letter, it promptly thereafter shall send a copy of the Shares Party Letter to the other party hereto and will not release the Deposit (and the WarrantsAdditional Deposit, if applicable) and the Promissory Note (and the Additional Promissory Note, if applicable) pursuant to such Party Letter until five (5) business days after such delivery of a copy of the Party Letter to the other party; provided, however, if within five (5) business days after its receipt of a copy of the Party Letter, the other party objects in writing to the Escrow Agent to such delivery of the Deposit (and the Additional Deposit, if applicable), the Escrow Agent will hold the Deposit (and the Additional Deposit, if applicable) and the Promissory Note (and the Additional Promissory Note, if applicable) until it receives a Joint Directive or otherwise deal with the Deposit (and the Additional Deposit, if applicable) and the Promissory Note (and the Additional Promissory Note, if applicable) in accordance with the provisions of paragraphs (e) or (f) below. (c) For purposes of this Section 24, all funds paid hereunder shall deliveries must be deposited in a trust account maintained at Manufacturers Bankdelivered as follows: (i) Deliveries to Purchaser must be delivered to Purchaser, 1▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, at the address of Purchaser as provided first above, with copies to ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ in accordance with Article 15 hereof. (ii) Deliveries to Seller must be delivered to ▇▇▇▇▇▇ ▇▇▇▇▇ (the "BANK"), which is maintained by S▇▇▇▇▇ Law Group at the address of Seller as provided first above with copies to Stadtmauer Bailkin LLP in accordance with Article 15 hereof. (iii) Deliveries to the "ESCROW AGENT"Escrow Agent shall be as provided in Section 15 hereof. (d) Escrow Agent is hereby instructed by Seller and Purchaser to invest the escrowed cash amount initially constituting the Deposit (and the "BANK ACCOUNT")Additional Deposit, pursuant if applicable) in interest bearing accounts at Chase Manhattan Bank. Any interest earned on the escrowed amount when received shall similarly be held in escrow by Escrow Agent and (i) if the Deposit (and the Additional Deposit, if applicable) under the terms of this Contract is to an escrow agreement by be paid over to Purchaser, then such interest shall similarly be paid over to Purchaser or (ii) if the Deposit (and among the Additional Deposit, if applicable) is to be paid over to Seller, then such interest shall similarly be paid over to Seller. The party receiving such interest or the benefit of such interest shall pay the income taxes thereon. The identification or social security numbers, as the case may be, of the Seller and the Purchaser are listed on Schedule G attached hereto and made a part hereof. (e) Escrow Agent, by signing this Contract at the Companyend hereof where indicated, signifies its agreement to hold the Deposit (and the Placement Agent (the "ESCROW AGREEMENT"). If a Closing has not occurred on or prior to March 23Additional Deposit, 2004, or such later date mutually agreed by the Company if applicable) and the Placement Promissory Note (and the Additional Promissory Note, if applicable) for the purpose as provided in this Contract. In the event of any dispute, Escrow Agent (shall have the "TERMINATION DATE")right, then this Agreement shall be void and all funds paid hereunder by each Purchaser shall be promptly returned to the Placement Agent without interest and/or deduction, except for those fees, if any, charged by the Bank regarding the transfer by wire of funds pursuant to this Agreement and the Escrow Agreement, subject to Section 2.5 hereof. If a Closing occurs on or prior to the Termination Date, then all net purchase proceeds shall be paid to the Company within three (3) business days thereafter. Each Purchaser, by his, her or its signature to this Agreement, hereby acknowledges and agrees, for the benefit of the Escrow Agent, that the Escrow Agent is not a co-issuer, employee, affiliate, agent, or other representative of the Company or the Placement Agent regarding the offer and sale of the Transaction Securities sold by the Company, pursuant to this Agreement, or otherwise, but the Escrow Agent is acting as escrow agent to accommodate the closing of the purchase of those securities for the Company and the Placement Agent. Each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrants, and covenants, for the benefit of the Escrow Agent, that such Purchaser extent it has not received from the Escrow Agent, directly or indirectly, any representation, warranty, covenant, or other information, in any form whatsoever, regarding the purchase of the Investor Securities. Accordingly, each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrants, and covenants that such Purchaser has not relied upon any representation, warranty, covenant, or other information from the Escrow Agent regarding such Purchaser's decision to purchase the Investor Securities. Each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrants, and covenants, for the benefit of the Escrow Agent, that such Purchaser, is aware that the Escrow Agent has served as counsel for the Company and currently serves as counsel for affiliates of the Company; PROVIDED, HOWEVER, the Escrow Agent does not serve as counsel for the Company on the date of this Agreement. Each Purchaser, by his, her or its signature to this Agreement, and assuming the proper execution by the Escrow Agent of its duties pursuant to the Escrow Agreement, hereby unconditionally, irrevocably, and forever indemnifies and releases the Escrow Agenta Joint Directive, to deposit the maximum extent permitted by applicable lawDeposit (and the Additonal Deposit, for any if applicable) and all claims the Promissory Note (and the Additional Promissory Note, if applicable) in court to await the final, unappealable resolution of Purchaser of any nature whatsoever which may exist at any time, either on the date of such Purchaser's purchase of such Investor Securities or come into existence at any time in the future, in any way resulting from or relating to such Purchaser's purchase of the Investor Securities from the Company pursuant to the provisions of this Agreement, or otherwise. Each Purchaser, by his, her or its signature to this Agreement, for the benefit of the Escrow Agent, represents, warrants, and covenants that such Purchaser understands the meaning and legal consequences of the representations, warranties, and covenants specified in this Section 2.3 and that the Escrow Agent has relied on and will continue to rely on those representations, warranties, and covenants as a condition to and as consideration for the performance of the escrow services by the Escrow Agent pursuant to the provisions of the Escrow Agreement.such

Escrow Provisions. Pending In order to secure the sale obligations of the Shares Seller, the Executive and the WarrantsStockholder hereunder, all funds paid hereunder Seller will deliver to NationsBank, N.A., as escrow agent, or if NationsBank, N.A. is not then able to act as such, such other party as the Purchaser and the Seller shall be deposited in a trust account maintained at Manufacturers Bank, 1▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ mutually agree upon (the "BANK"), which is maintained by S▇▇▇▇ Law Group (the "ESCROW AGENTEscrow Agent") (the "BANK ACCOUNT"), pursuant to an escrow agreement to 61 be entered into by all the parties hereto and among the Escrow Agent, in form and substance reasonably acceptable to the Company, parties hereto and the Placement Escrow Agent (the "ESCROW AGREEMENTEscrow Agreement"), the shares of ABA Common Stock received by Seller pursuant to Section 2.1(a)(i) and (iii) hereof, together with any additional shares as may be required by Section 5.6 hereof, one-half of which shares will be held in escrow (the "Escrow Fund") until March 15, 1998, and the remainder of which will be held in escrow until June 30, 1999 (each, a "Release Date"). If a Closing has not occurred on Should any claims be made while any shares are held in escrow, the same shall remain in escrow until the final resolution of such claim, notwithstanding the passing of March 15, 1998 or prior to March 23June 30, 20041999, or such later date mutually agreed by as the Company and the Placement Agent (the "TERMINATION DATE"), then this Agreement shall be void and all funds paid hereunder by each case may be. The Purchaser shall be promptly returned have the right, in the exercise of its reasonable and good faith judgment, to the Placement Agent without interest and/or deduction, except for those fees, if any, charged by the Bank regarding the transfer by wire of funds pursuant to this Agreement set-off and deduct from the Escrow AgreementFund, subject upon written notice to Section 2.5 hereof. If a Closing occurs on or prior to the Termination Date, then all net purchase proceeds shall be paid to the Company within three (3) business days thereafter. Each Purchaser, by his, her or its signature to this Agreement, hereby acknowledges and agrees, for the benefit of the Escrow Agent, that number of shares of ABA Common Stock having a value equal to the amount of any losses for which Seller, the Executive or the Stockholder are required to indemnify Purchaser pursuant to the provisions of Section 5.3(a) above, including, but not limited to, by reason of Section 2.1(f) hereof; provided, however, that prior to any such set-off, (x) the Purchaser shall give notice to the Seller of the claim for which indemnity is sought, and the Seller shall have a period of 15 days in which to cure or otherwise remedy, to the satisfaction of the Purchaser, any such claim, and (y) during such 15 day period, Seller and Purchaser shall hold good faith negotiations to resolve any dispute with respect to any such claim for indemnification (however, such negotiations shall not extend such 15 day period); and (z) that prior to any such set-off, the Seller shall be afforded the opportunity to pay to the Purchaser, in immediately available funds, the amount of any such loss within 15 days of notice thereof. For purpose of this Section 5.3(d), the value of the shares of ABA Common Stock shall equal the average closing price of ABA's Common Stock on the American Stock Exchange (or such other exchange as such shares may then be listed) for the ten consecutive trading day period ending two trading days prior to the date of determination. If the amount of deduction is subsequently determined to be in excess of the amount which Purchaser is legally entitled to deduct, Purchaser shall promptly return such funds in cash or ABA Common Stock, as the case may be, to the Escrow Agent is not a co-issuerFund or if the Escrow Fund has terminated, employee, affiliate, agent, or other representative shall pay such difference to Seller after such final determination. ABA Common Stock returned to the Escrow Fund shall be valued as set forth above. In the event any shares of ABA Common Stock are sold at the request of the Company or the Placement Agent regarding the offer and sale of the Transaction Securities sold by the Company, pursuant to this Agreement, or otherwise, but Seller while held in the Escrow Agent is acting Fund, the proceeds of any such sale shall be remitted to and held as escrow agent to accommodate the closing of the purchase of those securities for the Company and the Placement Agent. Each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrants, and covenants, for the benefit part of the Escrow Agent, that such Purchaser has not received from Fund until released in accordance with the Escrow Agent, directly or indirectly, provisions of this Section. So long as there is no breach of any representation, warranty, covenantcovenant or agreement by the Seller, the Executive or the Stockholder under this Agreement or the other information, in any form whatsoever, regarding the purchase of the Investor Securities. Accordingly, each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrantsagreements contemplated hereby, and covenants subject to any rights in favor of third parties that such Purchaser has not relied upon any representationmay be granted by the Seller, warrantythe Executive or the Stockholder, covenant, or other information from the Seller shall be entitled to vote the shares of ABA Common Stock in the Escrow Agent regarding such Purchaser's decision Fund and to purchase the Investor Securities. Each Purchaserreceive dividends thereon, by hiswhen, her or its signature to this Agreement, hereby represents, warrants, as and covenants, for the benefit of the Escrow Agent, that such Purchaser, is aware that the Escrow Agent has served as counsel for the Company and currently serves as counsel for affiliates of the Company; PROVIDED, HOWEVER, the Escrow Agent does not serve as counsel for the Company on the date of this Agreement. Each Purchaser, by his, her or its signature to this Agreement, and assuming the proper execution if declared by the Escrow Agent Board of its duties pursuant to the Escrow Agreement, hereby unconditionally, irrevocably, and forever indemnifies and releases the Escrow Agent, to the maximum extent permitted by applicable law, for any and all claims Directors of Purchaser of any nature whatsoever which may exist at any time, either on the date of such Purchaser's purchase of such Investor Securities or come into existence at any time in the future, in any way resulting from or relating to such Purchaser's purchase of the Investor Securities from the Company pursuant to the provisions of this Agreement, or otherwise. Each Purchaser, by his, her or its signature to this Agreement, for the benefit of the Escrow Agent, represents, warrants, and covenants that such Purchaser understands the meaning and legal consequences of the representations, warranties, and covenants specified in this Section 2.3 and that the Escrow Agent has relied on and will continue to rely on those representations, warranties, and covenants as a condition to and as consideration for the performance of the escrow services by the Escrow Agent pursuant to the provisions of the Escrow AgreementABA.

Escrow Provisions. Pending 3.1 The Shareholder and PBOF hereby direct the sale of Escrow Agent to retain the Shares and the WarrantsPA and not to cause anything to be done to release the same from escrow except in accordance with this Agreement. The Escrow Agent accepts its responsibilities hereunder and agrees to perform them in accordance with the terms hereof. 3.2 The Escrow Agent will hold the Shares and the PA in escrow and will, all funds paid hereunder shall be deposited unless prohibited by an order of a court of competent jurisdiction, deliver the Shares and PA as follows: (a) within five business days after its receipt of a certificate signed by each of PBOF and Cornell to the effect that an “Event of Default” (as defined in a trust account maintained at Manufacturers Bank, 1▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Secured Convertible Debenture issued to Cornell as of even date herewith (the "BANK"“Debenture”), which is maintained by S▇▇▇▇ Law Group (the "ESCROW AGENT") (the "BANK ACCOUNT"), pursuant to an escrow agreement by and among the Escrow Agent, the Company, and the Placement Agent (the "ESCROW AGREEMENT"). If a Closing has not occurred on or prior to March 23, 2004, or such later date mutually agreed by the Company and the Placement Agent (the "TERMINATION DATE"), then this Agreement shall be void and all funds paid hereunder by each Purchaser shall be promptly returned to the Placement Agent without interest and/or deduction, except for those fees, if any, charged by the Bank regarding the transfer by wire of funds pursuant to this Agreement and the Escrow Agreement, subject to Section 2.5 hereof. If a Closing occurs on or prior to the Termination Date, then all net purchase proceeds shall be paid to the Company within three (3) business days thereafter. Each Purchaser, by his, her or its signature to this Agreement, hereby acknowledges and agrees, for the benefit of the Escrow Agent, that the Escrow Agent is not a co-issuer, employee, affiliate, agent, or other representative of the Company or the Placement Agent regarding the offer and sale of the Transaction Securities sold by the Company, pursuant to this Agreement, or otherwise, but the Escrow Agent is acting as escrow agent to accommodate the closing of the purchase of those securities for the Company and the Placement Agent. Each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrants, and covenants, for the benefit of the Escrow Agent, that such Purchaser has not received from the Escrow Agent, directly or indirectly, any representation, warranty, covenant, or other information, in any form whatsoever, regarding the purchase of the Investor Securities. Accordingly, each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrants, and covenants that such Purchaser has not relied upon any representation, warranty, covenant, or other information from the Escrow Agent regarding such Purchaser's decision to purchase the Investor Securities. Each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrants, and covenants, for the benefit of the Escrow Agent, that such Purchaser, is aware that the Escrow Agent has served as counsel for the Company and currently serves as counsel for affiliates of the Company; PROVIDED, HOWEVERoccurred, the Escrow Agent does not serve shall deliver the Shares and the PA to Cornell at the address set forth in Section 7.5 hereto or at such other address as counsel for the Company on the date of this Agreement. Each Purchaser, by his, her or its signature to this Agreement, and assuming the proper execution by Cornell shall instruct the Escrow Agent in writing from time to time. For the avoidance of its duties pursuant to doubt, the Escrow Agreement, hereby unconditionally, irrevocably, and forever indemnifies and releases the Escrow Agent, to the maximum extent permitted by applicable law, for any and all claims of Purchaser of any nature whatsoever which may exist at any time, either on the date of such Purchaser's purchase of such Investor Securities or come into existence at any time in the future, in any way resulting from or relating to such Purchaser's purchase of the Investor Securities from the Company pursuant to the provisions of this Agreement, or otherwise. Each Purchaser, by his, her or its signature to this Agreement, for the benefit of the Escrow Agent, represents, warrants, and covenants that such Purchaser understands the meaning and legal consequences of the representations, warranties, and covenants specified in this Section 2.3 and that parties other than the Escrow Agent has relied on agree among themselves that, in the event they instruct the Escrow Agent to deliver the Shares in accordance with this Section 3.2(a), they will instruct the Escrow Agent to transfer such Shares, or a portion thereof, so that the Shares previously owned by and will continue to rely on those representations, warranties, and covenants as a condition registered in the name of the Shareholder shall be delivered to and as consideration for re-registered in the performance name of Cornell; or (b) within five business days after its receipt of a certificate signed by each of PBOF and Cornell to the effect that the Debenture has been fully repaid or converted pursuant to Sections 3 and 4 of the escrow services Debenture, the Escrow Agent shall deliver the Shares and related PA to the Shareholder at the address set out in Section 7.5 hereto or at such other address as the Shareholder shall instruct the Escrow Agent in writing from time to time. The period of time any of the Shares are held by the Escrow Agent pursuant to this Section 3.2 shall be referred to herein as the provisions of the “Escrow AgreementPeriod.”

Escrow Provisions. Pending the sale As of the Shares and the Warrants, all funds paid hereunder shall be deposited in a trust account maintained at Manufacturers Bank, 1▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "BANK"), which is maintained by S▇▇▇▇ Law Group (the "ESCROW AGENT") (the "BANK ACCOUNT"), pursuant to an escrow agreement by and among the Escrow Agent, the Company, and the Placement Agent (the "ESCROW AGREEMENT"). If a Closing has not occurred on or prior to March 23, 2004, or such later date mutually agreed by the Company and the Placement Agent (the "TERMINATION DATE"), then this Agreement shall be void and all funds paid hereunder by each Purchaser shall be promptly returned to the Placement Agent without interest and/or deduction, except for those fees, if any, charged by the Bank regarding the transfer by wire of funds pursuant to this Agreement and the Escrow Agreement, subject to Section 2.5 hereof. If a Closing occurs on or prior to the Termination Date, then all net purchase proceeds shall be paid to the Company within three (3) business days thereafter. Each Purchaser, by his, her or its signature to this Agreement, hereby acknowledges and agrees, for the benefit of the Escrow Agent, that the Escrow Agent is not a co-issuer, employee, affiliate, agent, or other representative of the Company or the Placement Agent regarding the offer and sale of the Transaction Securities sold by the Company, pursuant to this Agreement, or otherwise, but the Escrow Agent is acting as escrow agent to accommodate the closing of the purchase of those securities for the Company and the Placement Agent. Each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrants, and covenants, for the benefit of the Escrow Agent, that such Purchaser has not received from the Escrow Agent, directly or indirectly, any representation, warranty, covenant, or other information, in any form whatsoever, regarding the purchase of the Investor Securities. Accordingly, each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrants, and covenants that such Purchaser has not relied upon any representation, warranty, covenant, or other information from the Escrow Agent regarding such Purchaser's decision to purchase the Investor Securities. Each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrants, and covenants, for the benefit of the Escrow Agent, that such Purchaser, is aware that the Escrow Agent has served as counsel for the Company and currently serves as counsel for affiliates of the Company; PROVIDED, HOWEVER, the Escrow Agent does not serve as counsel for the Company on the date of this Agreement, the Company and Shareholders acknowledge that the Company is responsible for an outstanding tax liability in the amount of $2,700,000. Each PurchaserTherefore, by hisat Closing, her TransparentBusiness shall withhold in reserve for Shareholders or its signature deposit to an escrow agent acceptable to the parties (the “Agent”), 3,500,000 of the TransparentBusiness Shares otherwise deliverable to Shareholders pursuant to Section 1(a) above, to be held in reserve or subject to an agreed-upon Escrow Agreement (the “Escrow Agreement”) until the following terms are satisfied, as follows: (i) If, prior to a publicly registered offering of the common stock of TransparentBusiness in which the TransparentBusiness Shares issued to Company pursuant to this AgreementAgreement are registered with the US Securities and Exchange Commission and listed for trading on a national securities exchange in the United States, with an initial listing price of at least ten Dollars ($10.00) per share (the “IPO”), the Company’s currently outstanding tax liability (together with penalties and assuming interest applicable thereto) has been reduced to zero, all TransparentBusiness shares shall be released to Shareholders by TransparentBusiness or the proper execution by Agent, within five (5) business days of TransparentBusiness’s receipt of written verification of the Escrow satisfaction of such tax liabilities acceptable to TransparentBusiness; (ii) If, at the time of the IPO, any or all of the current tax liability (together with penalties and interest applicable thereto at the time of the IPO) remains greater than zero, then either (i) TransparentBusiness or the Agent shall return a sufficient number of its duties pursuant the TransparentBusiness shares held in reserve or subject to the Escrow AgreementAgreement to TransparentBusiness to allow TransparentBusiness to fully satisfy such liability, hereby unconditionally, irrevocablybased upon a price per share equal to the price at which TransparentBusiness is then selling newly-issued shares of its common stock to the public, and forever indemnifies and releases TransparentBusiness will satisfy the Escrow Agent, tax liability owed to the maximum extent permitted by applicable lawrelevant taxing authorities, for any and all claims of Purchaser of any nature whatsoever which may exist at any time, either on or (ii) Shareholders shall personally satisfy the date of such Purchaser's purchase of such Investor Securities or come into existence at any time in the future, in any way resulting from or relating to such Purchaser's purchase outstanding amount of the Investor Securities from tax liability, and subsection 1(b)(i) shall apply. Further, any shares not required to be returned to TransparentBusiness at the Company time of the IPO pursuant to this subsection shall be released to the provisions of this Agreement, or otherwise. Each Purchaser, by his, her or its signature to this Agreement, for the benefit of the Escrow Agent, represents, warrants, and covenants that such Purchaser understands the meaning and legal consequences of the representations, warranties, and covenants specified in this Section 2.3 and that the Escrow Agent has relied on and will continue to rely on those representations, warranties, and covenants as a condition to and as consideration for the performance of the escrow services Shareholders by the Escrow Agent pursuant to the provisions of the Escrow AgreementAgent.