Common use of Escrow Arrangements; Form of Payment Clause in Contracts

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Butler Gonzalez LLP, as escrow agent (the "Escrow Agent"), pursuant xx xxx xxxxx xx the Escrow Agreement. Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Dates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), minus the fees set forth in Section 4(g) hereof by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Butler Gonzalez LLPDxxxx Xxxxxxxx, Esq., as escrow agent (the "“Escrow Agent"”), pursuant xx xxx xxxxx xx to the terms of the Escrow Agreement. Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Dates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), minus a structuring fee of $75,000 to the fees set forth in Buyer pursuant to Section 4(g) hereof hereof, which shall be paid directly from the gross proceeds of the First Closing held in escrow, each by wire transfer of immediately available funds in accordance with the Company's ’s written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer's ’s name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingsClosing, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Butler Gonzalez LLPXxxxx Xxxxxxxx, Esq., as escrow agent (the "“Escrow Agent"”), pursuant xx xxx xxxxx xx to the terms of the Escrow Agreement. Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), minus the unpaid structuring fees set forth and expenses of Yorkville Advisors Management, LLC of Five Thousand Dollars ($5,000), which shall be paid directly from the gross proceeds held in Section 4(g) hereof by wire transfer escrow of immediately available funds in accordance with the Company's written wire instructions, Closing and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer's ’s name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Butler Gonzalez LLP, as escrow agent (the "Escrow Agent"), pursuant xx tx xxx xxxxx xx the Escrow Agreement. Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Dates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), minus a structuring fee of $60,000 to the fees set forth in Buyer pursuant to Section 4(g) hereof hereof, of which Thirty Thousand Dollars ($30,000) shall be paid directly from the gross proceeds of the First Closing held in escrow and Thirty Thousand Dollars ($30,000) shall be paid directly from the gross proceeds of the Second Closing, each by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingsClosing, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Butler Gonzalez LLPDavid Gonzalez, Esq., as escrow agent (the "Escrow Agent"), pursuant pursuanx xx xxx xxxxx xx of the Escrow Agreement. Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), minus the unpaid structuring fees set forth and expenses of Yorkville Advisors Management, LLC of Five Thousand Dollars ($5,000), which shall be paid directly from the gross proceeds held in Section 4(g) hereof by wire transfer escrow of immediately available funds in accordance with the Company's written wire instructions, Closing and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) Buyer and pending the ClosingsClosing, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) Investors pursuant hereto shall be deposited in a non-interest bearing escrow account with Butler Gonzalez LLPFirst Union National Bank, as escrow agent (the "Escrow Agent"), pursuant xx xxx xxxxx xx to the terms of an escrow agreement between the Company, the Placement Agent and the Escrow Agreement. Agent in the form attached hereto as Exhibit B. Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures to be issued and sold to such Buyer(s)Investor at the Closing, minus the fees set forth in Section 4(g) hereof by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each BuyerInvestor, Convertible Debentures which such Buyer(s) Buyer is purchasing in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof -------------------------------------- by Buyer(s) and pending the ClosingsClosing, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Butler Gonzalez LLPDavid Gonzalez, Esq., as escrow agent exxxxx xxxxx (the xhe "Escrow Agent"), pursuant xx xxx xxxxx xx to the terms of the Escrow Agreement. Subject to ------------ the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), minus the fees set forth in pursuant to Section 4(g) hereof hereof, which shall be paid directly from the gross proceeds of the Closing held in escrow by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) Buyer and pending the ClosingsClosing, the aggregate proceeds of the sale of the Convertible Debentures Series A Preferred Shares to Buyer(s) the Buyers pursuant hereto shall be deposited in a non-interest bearing escrow account with Butler Gonzalez LLPFirst Union National Bank, as escrow agent (the "Escrow Agent"), pursuant xx xxx xxxxx xx to the terms of an escrow agreement between the Company, the Placement Agent and the Escrow AgreementAgent in the form attached hereto as Exhibit "D". Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures Series A Preferred Shares to be issued and sold to such Buyer(s)Buyers at the Closing, minus the fees set forth in Section 4(g) hereof by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures Series A Preferred Stock Certificates which such Buyer(s) Buyer is purchasing in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Butler Gonzalez LLPDavid Gonzalez, Esq., as escrow agent (the "Escrow AgentESCROW AGENT"), pursuant xx xxx xxxxx xx of the Escrow Agreement. Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Dates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), minus a structuring fee of $100,000 to the fees set forth in Buyer pursuant to Section 4(g) hereof and a commitment fee of 10% of the amount of the Purchase Price funded at each Closing, to the Buyer(s), pursuant to Section 4(g) hereof, each of which shall be paid from the gross proceeds of the First Closing, each by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingsClosing, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Butler Gonzalez LLPXxxxx Xxxxxxxx, Esq., as escrow agent (the "Escrow Agent"), pursuant xx xxx xxxxx xx to the terms of the Escrow Agreement. Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), minus the any unpaid fees set forth in Section 4(g4(g)(ii) hereof by wire transfer which shall be paid directly from the gross proceeds held in escrow of immediately available funds in accordance with the Company's written wire instructions, Closing and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Butler Gonzalez LLP, as escrow agent (the "Escrow Agent"), pursuant xx xxx xxxxx xx the Escrow Agreement. Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Dates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), minus the fees set forth in a structuring fee of $15,000 and a $75,000 holdback pursuant to Section 4(g) hereof by wire transfer hereof, which shall be paid directly from the gross proceeds of immediately available funds the Closing held in accordance with the Company's written wire instructionsescrow, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.