Common use of Disbursements from the Escrow Account Clause in Contracts

Disbursements from the Escrow Account. In the event the Escrow Agent does not receive the Minimum Offering Amount into the Escrow Account prior to the termination of the Escrow Period, the Escrow Agent shall refund to each Subscriber the amount received from that Subscriber, without deduction, penalty, or expense to the Subscriber, together with a prorata portion of all interest accrued on the amount received from that Subscriber, and the Escrow Agent shall notify the Issuer and the Managing Broker-Dealer of its distribution of the Escrow Amount. The purchase money returned to each Subscriber shall be free and clear of any and all claims of the Issuer or any of its creditors. In the event the Escrow Agent does receive the Minimum Offering Amount into the Escrow Account prior to termination of the Escrow Period, in no event will the Escrow Amount be released to the Issuer until such amount is received by the Escrow Agent in collected funds. For purposes of this Agreement, the term “collected funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels and are in the form of cash. Further, in the event the Escrow Agent does receive the Minimum Offering Amount into the Escrow Account prior to termination of the Escrow Period, then, concurrently with the conversion of the Escrow Account as described in Section 7 below, the Escrow Agent shall disburse to the Managing Broker-Dealer the 1% of Offering proceeds fee and the selling expenses then due from the Issuer to the Managing Broker-Dealer.

Disbursements from the Escrow Account. Upon obtaining the occurrence of the events set forth in paragraphs 5(a) and 5(b) above, this escrow will terminate and the proceeds on deposit shall be delivered to or on behalf of the Company as directed by the company's counsel or designated principal officer. In the no event shall the Escrow Agent does not receive the Minimum Offering Amount into the Escrow Account prior release to the termination of the Escrow Period, the Escrow Agent shall refund to each Subscriber the amount received from that Subscriber, without deduction, penalty, or expense Company funds held in escrow until $40,000.00 (less 10% distribution to the Subscriber, together with a prorata portion of all interest accrued on the amount received from that Subscriber, and the Escrow Agent shall notify the Issuer and the Managing Broker-Dealer of its distribution of the Escrow Amount. The purchase money returned to each Subscriber shall be free and clear of any and all claims of the Issuer or any of its creditors. In the event the Escrow Agent does receive the Minimum Offering Amount into the Escrow Account prior to termination of the Escrow Period, in no event will the Escrow Amount be released to the Issuer until such amount is received by the Escrow Agent company) in collected fundsfunds are in escrow. For purposes of this Agreement, the term “"collected funds” " shall mean all funds received by the Escrow Agent Agent, which have cleared normal banking channels and are in the form of cash. Further, in In the event the Escrow Agent does receive Period terminates because 1,600,000 - shares are not sold on or before the Minimum Offering Amount into date specified in paragraph 5(c) above, then the Escrow Account prior to termination Agent shall within ten days of the Escrow Period, then, concurrently with the conversion receipt of the Escrow Account its mailing fee as described in Section 7 belowparagraph 10, return to each of the subscribers of the Company's securities the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company its distribution of the funds. Each amount paid or payable to each subscriber pursuant to this paragraph shall be deemed to be the property of the subscriber, free and clear of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities made and entered into the Offering shall there upon be deemed ipso facto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraph, the Escrow Agent shall disburse be completely discharged and released of any and all further liabilities and responsibilities hereunder. As to securities deposited in the Escrow Account, such securities shall be released and delivered to the Managing Broker-Dealer share purchaser or other registered holder identified on the 1% of Offering proceeds fee deposited securities upon the conditions specified in paragraph 5(a) and 5(b) above or upon the selling expenses then due from the Issuer condition specified in paragraph 5(c) above such securities shall be released and delivered to the Managing Broker-DealerCompany.

Disbursements from the Escrow Account. Upon obtaining the occurrence of the events set forth in paragraphs 5(a) and 5(b) above, this escrow will terminate and the proceeds on deposit shall be delivered to or on behalf of the Company as directed by the company's counsel or designated principal officer. In the no event shall the Escrow Agent does not receive the Minimum Offering Amount into the Escrow Account prior release to the termination of the Escrow Period, the Escrow Agent shall refund to each Subscriber the amount received from that Subscriber, without deduction, penalty, or expense Company funds held in escrow until $25,000.00 (less 10% distribution to the Subscriber, together with a prorata portion of all interest accrued on the amount received from that Subscriber, and the Escrow Agent shall notify the Issuer and the Managing Broker-Dealer of its distribution of the Escrow Amount. The purchase money returned to each Subscriber shall be free and clear of any and all claims of the Issuer or any of its creditors. In the event the Escrow Agent does receive the Minimum Offering Amount into the Escrow Account prior to termination of the Escrow Period, in no event will the Escrow Amount be released to the Issuer until such amount is received by the Escrow Agent company) in collected fundsfunds are in escrow. For purposes of this Agreement, the term “"collected funds” " shall mean all funds received by the Escrow Agent Agent, which have cleared normal banking channels and are in the form of cash. Further, in In the event the Escrow Agent does receive Period terminates because 500,000 - shares are not sold on or before the Minimum Offering Amount into date specified in paragraph 5(c) above, then the Escrow Account prior to termination Agent shall within ten days of the Escrow Period, then, concurrently with the conversion receipt of the Escrow Account its mailing fee as described in Section 7 belowparagraph 10, return to each of the subscribers of the Company's securities the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company its distribution of the funds. Each amount paid or payable to each subscriber pursuant to this paragraph shall be deemed to be the property of the subscriber, free and clear of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities made and entered into the Offering shall there upon be deemed ipso facto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraph, the Escrow Agent shall disburse be completely discharged and released of any and all further liabilities and responsibilities hereunder. As to securities deposited in the Escrow Account, such securities shall be released and delivered to the Managing Broker-Dealer share purchaser or other registered holder identified on the 1% of Offering proceeds fee deposited securities upon the conditions specified in paragraph 5(a) and 5(b) above or upon the selling expenses then due from the Issuer condition specified in paragraph 5(c) above such securities shall be released and delivered to the Managing Broker-DealerCompany. 7.

Disbursements from the Escrow Account. Upon obtaining the occurrence of the events set forth in paragraphs 5(a) and 5(b) above, this escrow will terminate and the proceeds on deposit shall be delivered to or on behalf of the Company as directed by the company's counsel or designated principal officer. In the no event shall the Escrow Agent does not receive the Minimum Offering Amount into the Escrow Account prior release to the termination of the Escrow Period, the Escrow Agent shall refund to each Subscriber the amount received from that Subscriber, without deduction, penalty, or expense Company funds held in escrow until $20,000.00 (less 10% distribution to the Subscriber, together with a prorata portion of all interest accrued on the amount received from that Subscriber, and the Escrow Agent shall notify the Issuer and the Managing Broker-Dealer of its distribution of the Escrow Amount. The purchase money returned to each Subscriber shall be free and clear of any and all claims of the Issuer or any of its creditors. In the event the Escrow Agent does receive the Minimum Offering Amount into the Escrow Account prior to termination of the Escrow Period, in no event will the Escrow Amount be released to the Issuer until such amount is received by the Escrow Agent company) in collected fundsfunds are in escrow. For purposes of this Agreement, the term “"collected funds” " shall mean all funds received by the Escrow Agent Agent, which have cleared normal banking channels and are in the form of cash. Further, in In the event the Escrow Agent does receive Period terminates because 1,000,000 - shares are not sold on or before the Minimum Offering Amount into date specified in paragraph 5(c) above, then the Escrow Account prior to termination Agent shall within ten days of the Escrow Period, then, concurrently with the conversion receipt of the Escrow Account its mailing fee as described in Section 7 belowparagraph 10, return to each of the subscribers of the Company's securities the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company its distribution of the funds. Each amount paid or payable to each subscriber pursuant to this paragraph shall be deemed to be the property of the subscriber, free and clear of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities made and entered into the Offering shall there upon be deemed ipso facto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraph, the Escrow Agent shall disburse be completely discharged and released of any and all further liabilities and responsibilities hereunder. As to securities deposited in the Escrow Account, such securities shall be released and delivered to the Managing Broker-Dealer share purchaser or other registered holder identified on the 1% of Offering proceeds fee deposited securities upon the conditions specified in paragraph 5(a) and 5(b) above or upon the selling expenses then due from the Issuer condition specified in paragraph 5(c) above such securities shall be released and delivered to the Managing Broker-DealerCompany.

Disbursements from the Escrow Account. Upon obtaining the occurrence of any of the events set forth in paragraphs 5A, 5B or 5C above, this escrow will terminate and the proceeds on deposit shall be delivered to or on behalf of the Company as directed by the Company's counsel or designated principal officer. In the no event shall the Escrow Agent does not receive the Minimum Offering Amount into the Escrow Account prior release to the termination of the Escrow Period, the Escrow Agent shall refund to each Subscriber the amount received from that Subscriber, without deduction, penalty, or expense to the Subscriber, together with a prorata portion of all interest accrued on the amount received from that Subscriber, and the Escrow Agent shall notify the Issuer and the Managing Broker-Dealer of its distribution of the Escrow Amount. The purchase money returned to each Subscriber shall be free and clear of any and all claims of the Issuer or any of its creditors. In the event the Escrow Agent does receive the Minimum Offering Amount into the Escrow Account prior to termination of the Escrow Period, Company funds held in no event will the Escrow Amount be released to the Issuer escrow until such amount is received by the Escrow Agent $20,000 in collected fundsfunds are in escrow. For purposes of this Agreement, the term “"collected funds” " shall mean all funds received by the Escrow Agent which have cleared normal banking channels and are in the form of cash. Further, in In the event the Escrow Agent does receive Period terminates because 2,000,000 shares are not sold on or before the Minimum Offering Amount into date specified in paragraph 5B above, then the Escrow Account prior to termination Agent shall within ten days of the Escrow Period, then, concurrently with the conversion receipt of the Escrow Account its mailing fee as described in Section 7 belowparagraph 10, return to each of the subscribers of the Company's securities the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company its distribution of the funds. Each amount paid or payable to each subscriber pursuant to this paragraph shall be deemed to be the property of the subscriber, free and clear of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities made and entered into the Offering shall thereupon be deemed ipsofacto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraph, the Escrow Agent shall disburse be completely discharged and released of any and all further liabilities and responsibilities hereunder. If at any time prior to the Managing Broker-Dealer termination of this escrow the 1% of Offering proceeds fee and Escrow Agent is advised by the selling expenses then due from the Issuer Nevada Securities Administrator that a stop order has been issued with respect to the Managing Broker-Dealerregistration Statement, the Escrow Agent shall, upon receipt of its mailing fee described in paragraph 10, thereon return all funds to the respective subscribers.

Disbursements from the Escrow Account. Upon obtaining the occurrence of the events set forth in paragraphs 5(a) and 5(b) above, this escrow will terminate and the proceeds on deposit shall be delivered to or on behalf of the Company as directed by the company's counsel or designated principal officer. In the no event shall the Escrow Agent does not receive the Minimum Offering Amount into the Escrow Account prior release to the termination of the Escrow Period, the Escrow Agent shall refund to each Subscriber the amount received from that Subscriber, without deduction, penalty, or expense Company funds held in escrow until $25,000.00 (less 10% distribution to the Subscriber, together with a prorata portion of all interest accrued on the amount received from that Subscriber, and the Escrow Agent shall notify the Issuer and the Managing Broker-Dealer of its distribution of the Escrow Amount. The purchase money returned to each Subscriber shall be free and clear of any and all claims of the Issuer or any of its creditors. In the event the Escrow Agent does receive the Minimum Offering Amount into the Escrow Account prior to termination of the Escrow Period, in no event will the Escrow Amount be released to the Issuer until such amount is received by the Escrow Agent company) in collected fundsfunds are in escrow. For purposes of this Agreement, the term “"collected funds” " shall mean all funds received by the Escrow Agent Agent, which have cleared normal banking channels and are in the form of cash. Further, in In the event the Escrow Agent does receive Period terminates because 500,000 - shares are not sold on or before the Minimum Offering Amount into date specified in paragraph 5(c) above, then the Escrow Account prior to termination Agent shall within ten days of the Escrow Period, then, concurrently with the conversion receipt of the Escrow Account its mailing fee as described in Section 7 belowparagraph 10, return to each of the subscribers of the Company's securities the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company its distribution of the funds. Each amount paid or payable to each subscriber pursuant to this paragraph shall be deemed to be the property of the subscriber, free and clear of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities made and entered into the Offering shall there upon be deemed ipso facto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraph, the Escrow Agent shall disburse be completely discharged and released of any and all further liabilities and responsibilities hereunder. As to securities deposited in the Escrow Account, such securities shall be released and delivered to the Managing Broker-Dealer share purchaser or other registered holder identified on the 1% of Offering proceeds fee deposited securities upon the conditions specified in paragraph 5(a) and 5(b) above or upon the selling expenses then due from the Issuer condition specified in paragraph 5(c) above such securities shall be released and delivered to the Managing Broker-DealerCompany.

Disbursements from the Escrow Account. Upon obtaining the occurrence of the events set forth in paragraphs 5(a) and 5(b) above, this escrow will terminate and the proceeds on deposit shall be delivered to or on behalf of the Company as directed by the company's counsel or designated principal officer. In the no event shall the Escrow Agent does not receive the Minimum Offering Amount into the Escrow Account prior release to the termination of the Escrow Period, the Escrow Agent shall refund to each Subscriber the amount received from that Subscriber, without deduction, penalty, or expense Company funds held in escrow until $25,000.00 (less 10% distribution to the Subscriber, together with a prorata portion of all interest accrued on the amount received from that Subscriber, and the Escrow Agent shall notify the Issuer and the Managing Broker-Dealer of its distribution of the Escrow Amount. The purchase money returned to each Subscriber shall be free and clear of any and all claims of the Issuer or any of its creditors. In the event the Escrow Agent does receive the Minimum Offering Amount into the Escrow Account prior to termination of the Escrow Period, in no event will the Escrow Amount be released to the Issuer until such amount is received by the Escrow Agent company) in collected fundsfunds are in escrow. For purposes of this Agreement, the term “"collected funds” " shall mean all funds received by the Escrow Agent Agent, which have cleared normal banking channels and are in the form of cash. Further, in In the event the Escrow Agent does receive Period terminates because 1,000,000 - shares are not sold on or before the Minimum Offering Amount into date specified in paragraph 5(c) above, then the Escrow Account prior to termination Agent shall within ten days of the Escrow Period, then, concurrently with the conversion receipt of the Escrow Account its mailing fee as described in Section 7 belowparagraph 10, return to each of the subscribers of the Company's securities the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company its distribution of the funds. Each amount paid or payable to each subscriber pursuant to this paragraph shall be deemed to be the property of the subscriber, free and clear of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities made and entered into the Offering shall there upon be deemed ipso facto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraph, the Escrow Agent shall disburse be completely discharged and released of any and all further liabilities and responsibilities hereunder. As to securities deposited in the Escrow Account, such securities shall be released and delivered to the Managing Broker-Dealer share purchaser or other registered holder identified on the 1% of Offering proceeds fee deposited securities upon the conditions specified in paragraph 5(a) and 5(b) above or upon the selling expenses then due from the Issuer condition specified in paragraph 5(c) above such securities shall be released and delivered to the Managing Broker-DealerCompany.

Disbursements from the Escrow Account. Upon obtaining the occurrence of either of the events set forth in paragraphs 5A, 5B or 5C above, this escrow will terminate and the proceeds on deposit shall be delivered to or on behalf of the Company as directed by the Company's counsel or designated principal officer. In the no event shall the Escrow Agent does not receive the Minimum Offering Amount into the Escrow Account prior release to the termination of the Escrow Period, the Escrow Agent shall refund to each Subscriber the amount received from that Subscriber, without deduction, penalty, or expense to the Subscriber, together with a prorata portion of all interest accrued on the amount received from that Subscriber, and the Escrow Agent shall notify the Issuer and the Managing Broker-Dealer of its distribution of the Escrow Amount. The purchase money returned to each Subscriber shall be free and clear of any and all claims of the Issuer or any of its creditors. In the event the Escrow Agent does receive the Minimum Offering Amount into the Escrow Account prior to termination of the Escrow Period, Company funds held in no event will the Escrow Amount be released to the Issuer escrow until such amount is received by the Escrow Agent $__25,000___ in collected fundsfunds are in escrow. For purposes of this Agreement, the term “"collected funds” " shall mean all funds received by the Escrow Agent which have cleared normal banking channels and are in the form of cash. Further, in In the event the Escrow Agent does receive Period terminates because __500,000___ shares are not sold on or before the Minimum Offering Amount into date specified in paragraph 5C above, then the Escrow Account prior to termination Agent shall within ten days of the Escrow Period, then, concurrently with the conversion receipt of the Escrow Account its mailing fee as described in Section 7 belowparagraph 10, return to each of the subscribers of the Company's securities the amounts paid in by them, without any deductions and without any interest earned or expenses to the subscriber, and the Escrow Agent shall notify the Company its distribution of the funds. Each amount paid or payable to each subscriber pursuant to this paragraph shall be deemed to be the property of the subscriber, free and clear of any or all claims of the Company or of any of its creditors, and the respective agreements to purchase the Company's securities made and entered into the Offering shall thereupon be deemed ipso facto, to be canceled without further liability of said subscribers to pay for the securities purchased. At such times as the Escrow Agent shall have made all the payments and remittances provided for in this paragraph, the Escrow Agent shall disburse be completely discharged and released of any and all further liabilities and responsibilities hereunder. If at any time prior to the Managing Broker-Dealer termination of this escrow the 1% of Offering proceeds fee and Escrow Agent is advised by the selling expenses then due from the Issuer Nevada, Arizona, Utah and/or Florida Securities Administrators that a stop order has been issued with respect to the Managing Broker-DealerRegistration Statement, the Escrow Agent shall, upon receipt of its mailing fee described paragraph 10, thereon return all funds to the respective subscribers.

Disbursements from the Escrow Account. In If any Kenexa Indemnified Party shall be entitled, upon completion of any applicable dispute resolution procedures set forth in Article IX or this Article X, to recover any amounts from the event Indemnity Escrow Account pursuant to this Agreement, Kenexa Technology and the Representative shall promptly provide a joint written instruction to the Escrow Agent does not to deliver such amounts to Kenexa Technology (or any Person designated by Kenexa Technology). If, after the General Survival Date, there are any amounts remaining in the Indemnity Escrow Account, then each Equityholder shall be entitled to receive his, her or its pro rata share (in proportion to his, her or its allocated portion of the Minimum Offering Indemnity Escrow Amount into as set forth in the Equityholder Allocation Statement) of such amounts, and Kenexa Technology and the Representative shall provide a joint written instruction to the Escrow Account Agent to deliver such amounts, by wire transfer of immediately available funds to an account, in the name of Parent, as agent; provided, however, that if prior to the termination General Survival Date, the Representative has received one or more Claim Notices which set forth indemnification claims under Article IX or this Article X for Damages that are unresolved on the General Survival Date, then an amount equal to the lesser of (a) the amount of the Escrow Periodaggregate Damages claimed in, the Escrow Agent shall refund and reasonably expected to be incurred in connection with, each Subscriber such unresolved Claim Notice, or (b) the amount received from that Subscriberremaining in the Indemnity Escrow Account, without deduction, penalty, or expense shall continue to the Subscriber, together with a prorata portion of all interest accrued on the amount received from that Subscriber, and the Escrow Agent shall notify the Issuer and the Managing Broker-Dealer of its distribution of the Escrow Amount. The purchase money returned to each Subscriber shall be free and clear of any and all claims of the Issuer or any of its creditors. In the event the Escrow Agent does receive the Minimum Offering Amount into the Escrow Account prior to termination of the Escrow Period, in no event will the Escrow Amount be released to the Issuer until such amount is received held by the Escrow Agent in collected funds. For purposes the Indemnity Escrow Account to pay such claims and any other amounts associated therewith that are payable pursuant to Article IX or this Article X; and provided further, from time to time promptly after final resolution of this Agreementeach such indemnification claim set forth in any such Claim Notice, the term “collected funds” Representative and Kenexa Technology will authorize the Escrow Agent to disburse all amounts remaining in the Indemnity Escrow Account to Parent, as payment agent, in the same manner as described above, subject to the condition that if at such time there remains unresolved any claim for Damages described in any Claim Notice, an amount equal to the lesser of (i) the amount of the aggregate Damages claimed in, and reasonably expected to be incurred in connection with, each such Claim Notice or (ii) the amount remaining in the Indemnity Escrow Account shall mean all funds received be maintained in the Indemnity Escrow Account. Kenexa Technology and the Representative shall direct and cause Parent, as payment agent, to transmit to each Equityholder his, her, or its pro rata share (in proportion to his, her or its allocated portion of the Indemnity Escrow Amount as set forth in the Equityholder Allocation Statement) of any amounts paid by the Escrow Agent which have cleared normal banking channels and are in the form of cash. Furtherto Parent, in the event the Escrow Agent does receive the Minimum Offering Amount into the Escrow Account prior to termination of the Escrow Periodas payment agent, then, concurrently with the conversion of the Escrow Account as described in Section 7 below, the Escrow Agent shall disburse pursuant to the Managing Broker-Dealer the 1% second sentence of Offering proceeds fee and the selling expenses then due from the Issuer to the Managing Broker-DealerSection 10.9 promptly upon receipt of such amounts by Parent.

Disbursements from the Escrow Account. In (a) If any Kenexa Indemnified Party shall be entitled to recover any amounts from the event General Escrow Account pursuant to this Agreement, Kenexa Technology and the Representative shall promptly provide a joint written instruction to the Escrow Agent does not to deliver such amounts to Kenexa Technology (or any Person designated by Kenexa Technology). If, after the General Survival Date, there are any amounts remaining in the General Escrow Account, then, subject to Section 8.9(b) or Section 8.9(c), as applicable, each Equityholder shall be entitled to receive his, her or its pro rata share of such amounts, and Kenexa Technology and the Minimum Offering Amount into Representative shall provide a joint written instruction to the Escrow Account Agent to deliver, by wire transfer of immediately available funds, to the Payment Agent, the Stockholders’ Portion of such amounts, and to the Surviving Corporation, the Option Holders’ Portion of such amounts; provided, however, that if prior to the termination General Survival Date, the Representative has received one or more Claim Notices in accordance with the terms of this Agreement which set forth indemnification claims under the terms of this Article VIII for Damages that are unresolved on the General Survival Date, then an amount equal to the lesser of (i) the amount of the Escrow Periodaggregate Damages claimed in, the Escrow Agent shall refund and reasonably expected to be incurred in connection with, each Subscriber such unresolved Claim Notice, or (ii) the amount received from that Subscriberremaining in the General Escrow Account, without deduction, penalty, or expense shall continue to the Subscriber, together with a prorata portion of all interest accrued on the amount received from that Subscriber, and the Escrow Agent shall notify the Issuer and the Managing Broker-Dealer of its distribution of the Escrow Amount. The purchase money returned to each Subscriber shall be free and clear of any and all claims of the Issuer or any of its creditors. In the event the Escrow Agent does receive the Minimum Offering Amount into the Escrow Account prior to termination of the Escrow Period, in no event will the Escrow Amount be released to the Issuer until such amount is received held by the Escrow Agent in collected funds. For purposes the General Escrow Account to pay such claims and any other amounts associated therewith that are payable pursuant to this Article VIII until released in accordance with this Section 8.9(a); and provided further, from time to time promptly after final resolution of this Agreementeach such indemnification claim set forth in any such Claim Notice, the term “collected funds” shall mean all funds received by Representative and Kenexa Technology will authorize the Escrow Agent which have cleared normal banking channels and are to disburse all amounts remaining in the form of cash. Further, General Escrow Account to the Payment Agent and the Surviving Corporation in the event same manner as described above, subject to the Escrow Agent does receive condition that if at such time there remains unresolved any claim for Damages described in any Claim Notice, an amount equal to the Minimum Offering Amount into lesser of (A) the amount of the aggregate Damages claimed in, and reasonably expected to be incurred in connection with, each such Claim Notice or (B) the amount remaining in the General Escrow Account prior to termination of shall be maintained in the General Escrow Period, then, concurrently with the conversion of the Escrow Account as described in Section 7 below, the Escrow Agent shall disburse to the Managing Broker-Dealer the 1% of Offering proceeds fee and the selling expenses then due from the Issuer to the Managing Broker-DealerAccount.

Disbursements from the Escrow Account. In the event the Escrow Agent does not receive written instructions from the Minimum Offering Amount into the Issuer and Xxxxxxxxx to release funds from Escrow Account on or prior to the termination of the Escrow Period, the Escrow Agent shall refund terminate Escrow and make a full and prompt return of funds so that refunds are made to each Subscriber in the exact amount received from that said Subscriber, without deduction, penalty, or expense to the Subscriber, together with a prorata portion of all interest accrued on the amount received from that Subscriber, and the Escrow Agent shall notify the Issuer and the Managing Broker-Dealer of its distribution of the Escrow Amount. The purchase money returned to each Subscriber shall be free and clear of any and all claims of the Issuer or any of its creditors. In the event Escrow Agent receives cleared funds for the Minimum Amount of the Offering prior to the termination of the Escrow Period and Escrow Agent does receive receives a written instruction from Issuer and Xxxxxxxxx (generally via notification in the Minimum application programming interface (“API”)), Escrow Agent shall, pursuant to those instructions, distribute funds from such Escrow Amount pursuant to the instructions of Issuer. Issuer and Xxxxxxxxx acknowledge that there is a 24 -hour (one business day) processing time once a request has been received to break Escrow. Issuer’s and Xxxxxxxxx’x written instructions to Escrow Agent shall certify that all conditions set forth in the Offering Amount into Statement for release of funds have been met for a closing of the Offering and include a schedule of deductions from the Escrow Account for any funds for management and offering and selling expenses from the gross proceeds of the Escrow Account prior to termination of remitting such funds, if and when due, to Issuer. Escrow Agent is hereby directed to remit such funds as directed by Issuer directly to the appropriate parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted pursuant to Issuer’s instructions to brokers and other parties, and minus interest earned or accumulated in the Escrow Period, Account) will then be remitted to Issuer as described above. Interest earned or accumulated in no event will the Escrow Amount Account shall be released to the Issuer until such amount is received retained by the Escrow Agent or distributed to Subscribers as set forth in collected funds. For purposes of this Agreement, the term “collected funds” shall mean all funds received by the Escrow Agent which have cleared normal banking channels and are in the form of cash. Further, in the event the Escrow Agent does receive the Minimum Offering Amount into the Escrow Account prior to termination of the Escrow Period, then, concurrently with the conversion of the Escrow Account as described in Section 7 item 6 below, the Escrow Agent shall disburse to the Managing Broker-Dealer the 1% of Offering proceeds fee and the selling expenses then due from the Issuer to the Managing Broker-Dealer.