Common use of Closing and Escrow Clause in Contracts

Closing and Escrow. Unless other arrangements have been made between the Company and a specific Purchaser, on or prior to the Closing, each Purchaser shall deliver or cause to be delivered the following in accordance with the subscription procedures described in Section 1(e) below: (i) this Agreement and the Registration Rights Agreement, duly executed by such Purchaser; and (ii) an amount equal to the Per Share Purchase Price multiplied by the number of Shares to be purchased by such Purchaser as set forth next to such Purchaser’s name on Schedule A hereto (less, in the case of any Purchaser, the amounts withheld pursuant to Section 4(f)(such product, the “Subscription Amount”), in the form of a wire transfer to the Escrow Agent, in accordance with the Escrow Agent’s written instructions. The funds (or notes being converted in lieu of the funds) received pursuant to this Section 1(d)(ii) will be placed with U.S. Bank National Association, who will serve as escrow agent for the Closing (the “Escrow Agent”). At the Closing, as evidenced by a written certificate signed by the Company and the Placement Agent certifying that the conditions to closing hereon have been met, the Escrow Agent will deliver the applicable funds to the Company. If this Agreement is terminated pursuant to Section 9(k), each Purchaser shall receive back his, her or its Subscription Amount promptly, without interest. The Closing will not take place until all the Transaction Documents have been duly delivered as provided herein, and the Company has provided to the Placement Agent, and the Purchasers upon their request, a PDF or equivalent copy of the stock certificates representing the Shares and of an executed Series A Warrant and Series B Warrant representing the securities being purchased hereunder.

Closing and Escrow. Unless other arrangements have been made between the Company and a specific Purchaser, on or prior to the Closing, each Purchaser shall deliver or cause to be delivered the following in accordance with the subscription procedures described in Section 1(e) below: (i) this Agreement and the Registration Rights Agreement, duly executed by such Purchaser; and; (ii) an amount equal to the Per Share Purchase Price multiplied by the number of Shares to be purchased by such Purchaser as set forth next to such Purchaser’s name on Schedule A hereto (less, in the case of any Purchaser, the amounts withheld pursuant to Section 4(f)(such such product, the “Subscription Amount”), in the form of a wire transfer to the Escrow Agent, in accordance with the Escrow Agent’s written instructions; and (iii) a fully completed and duly executed Questionnaire in the form attached as Exhibit B hereto (the “Questionnaire”). The funds (or notes being converted in lieu of the funds) received pursuant to this Section 1(d)(ii1(c)(ii) will be placed with U.S. Bank National Association, who will serve as escrow agent for the Closing (the “Escrow Agent”). At the Closing, as evidenced by a written certificate signed by the Company and the Placement Agent certifying that the conditions to closing hereon have been met, the Escrow Agent will deliver the applicable funds to the Company. If this Agreement is terminated pursuant to Section 9(k)terminated, each Purchaser shall receive back his, her or its Subscription Amount promptly, without interest. The Closing will not take place until all the Transaction Documents have been duly delivered as provided herein, and the Company has provided received in escrow the Subscription Amount for all the Securities being sold to the Placement AgentPurchasers. Certificates evidencing the Securities may be delivered after the Closing, within a reasonable time. For purposes of the timing of the Closing, it will be deemed that the sale of the Securities will have happened immediately after the acquisition by the Company of ThelioPulse, Inc. (“TPI”), BioElectroMed, Inc. (“BEM”), and NanoBlate Corp (“NBC”) and entered into modified licenses with the Purchasers upon their request▇▇▇▇▇▇ ▇. ▇▇▇▇ Institute for Biomedical Engineering at the University of Southern California (“AMI-USC”), a PDF or equivalent copy of the stock certificates representing the Shares and of an executed Series A Warrant Old Dominion University Research Foundation (“ODURF”), and Series B Warrant representing the securities being purchased hereunderEastern Virginia Medical School (“EVMS”).

Closing and Escrow. Unless other arrangements have been made between A. The Closing will occur on a business day (the Company and a specific Purchaser"Closing Date"), identified by Buyer, on or prior before September 12, 2003. If the Closing fails to occur by September 12, 2003, for any reason other than Seller's default hereunder, this Agreement shall terminate and Seller shall have the right to exercise all of its rights and remedies as set forth in the Lease (as hereinafter defined) (including, without limitation, the collection of rent under the Lease for August and September 2003, the collection of late fees, attorneys' fees, and interest as permitted under the Lease and the drawing of the LC Security Deposit (as defined in the Lease) as permitted under the Lease). In the event the Closing fails to occur as a result of Seller's default hereunder, Buyer may exercise any remedy available at law or in equity, or avail itself of any combination of the foregoing. B. Upon mutual execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with the Title Company and this Agreement shall serve as instructions to the Title Company (as the escrow holder for consummation of the purchase and sale contemplated hereby). Seller and Buyer agree to execute such additional escrow instructions as may be appropriate to enable the Title Company to comply with the terms of this Agreement. All documents to be delivered at the Closing and all payments to be made under this Agreement shall be delivered into escrow with the Title Company. It is a condition to each party's obligations hereunder to proceed to Closing and to consummate the transactions contemplated hereby, that, as of the Closing Date, the other party has performed all of such party's obligations under this Agreement in all material respects. C. At or before the Closing, each Purchaser Seller shall deliver or cause to be delivered Buyer the following in accordance with the subscription procedures described in Section 1(e) belowdocuments: (i) this Agreement a duly executed and acknowledged Deed; (ii) a duly executed ▇▇▇▇ of Sale; (iii) the Registration Rights Agreement, Lease Termination (defined below) duly executed by such PurchaserSeller; (iv) the LC Security Deposit and the Cash Security Deposit along with any documentation reasonably required to cancel the LC Security Deposit; (v) originals of the building permits and certificates of occupancy for the Improvements and all contracts, plans, surveys, studies, reports, budgets, warranties, indemnities, utility contracts or other agreements or rights relating to the ownership, use and operation of the Property, if any; (vi) an Affidavit of Non-Foreign Status in form attached hereto as Exhibit E and California Form 593-C duly executed by Seller; (vii) a closing statement in form and content satisfactory to Buyer and Seller; (viii) any other instruments, records or correspondence called for hereunder which have not previously been delivered. Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writing. D. At or before the Closing, Buyer shall deliver to Seller the following: (i) the Purchase Price; (ii) the Lease Charges (defined below); (iii) the Carrying Costs (defined below); (iv) the Lease Termination duly executed by Buyer; (v) a closing statement in form and content satisfactory to Buyer and Seller; (vi) any other instruments, records or correspondence called for hereunder which have not previously been delivered; and (iivii) an amount equal either (x) Loan assumption fees and documents reasonably required by the Lender in connection with such assumption, which fees and documents shall be delivered to the Per Share Purchase Price multiplied Lender at Closing, or (y), if Buyer elects to prepay the Loan, the payment required to prepay the Loan, together with prepayment fees, to be delivered to the Lender at Closing. Seller may waive compliance on Seller's part under any of the foregoing items by an instrument in writing. E. Seller and Buyer shall each deposit such other instruments as are reasonably required by the number escrow holder or otherwise required to close the escrow and consummate the purchase of Shares to be purchased by such Purchaser as set forth next to such Purchaser’s name on Schedule A hereto (less, in the case of any Purchaser, the amounts withheld pursuant to Section 4(f)(such product, the “Subscription Amount”), in the form of a wire transfer to the Escrow Agent, Property in accordance with the Escrow Agent’s written instructionsterms hereof, including, without limitation, as to Seller, (i) a Statement of Information from ▇▇▇▇▇ ▇. ▇▇▇▇▇, (ii) a trust certification from Seller and (iii) an Owner's Affidavit reasonably acceptable to the Title Company. F. The funds (or notes being converted in lieu following are to be apportioned as of the fundsClosing Date, as follows: (i) received pursuant Real Estate Taxes/Insurance/Loan Payments. General real estate taxes payable for all tax years ending prior to this Section 1(d)(ii) will the Closing Date shall be placed with U.S. Bank National Association, who will serve as escrow agent paid by Seller. General real estate taxes payable for the tax year containing the Closing (the “Escrow Agent”). At the Closing, Date shall be prorated between Seller and Buyer as evidenced by a written certificate signed by the Company and the Placement Agent certifying that the conditions to closing hereon have been met, the Escrow Agent will deliver the applicable funds to the Company. If this Agreement is terminated pursuant to Section 9(k), each Purchaser shall receive back his, her or its Subscription Amount promptly, without interest. The Closing will not take place until all the Transaction Documents have been duly delivered as provided herein, and the Company has provided to the Placement Agent, and the Purchasers upon their request, a PDF or equivalent copy of the stock certificates representing Closing Date. In addition, (a) insurance premiums under the Shares Lease and (b) Loan Payments (defined below) shall be prorated between Seller and Buyer as of an executed Series A Warrant and Series B Warrant representing the securities being purchased hereunderClosing Date.