Common use of Deposit and Escrow Clause in Contracts

Deposit and Escrow. (a) The Company and each Purchaser hereby appoint Morse, Zelnick, Rose & Lander, LLP to act as escrow agent (“Escrow Agent”) in connection with the transactions contemplated hereby upon the following terms and conditions: (b) Simultaneously with the execution and delivery of this Agreement, Purchaser shall wire transfer such Purchaser’s Subscription Amount to the Escrow Agent’s Attorney Trust I▇▇▇ Account (the “I▇▇▇ Account”), a non-interest bearing account maintained at J.▇. ▇▇▇▇▇▇ C▇▇▇▇ Bank, in accordance with the following instructions: J▇ ▇▇▇▇▇▇ Chase 5▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Newark, DE 19713 For credit to the account of: M▇▇▇▇ Z▇▇▇▇▇▇ ▇▇▇▇ & L▇▇▇▇▇, LLP Attorney Trust I▇▇▇ Account Reference: Protalex, Inc. Private Placement ABA#0▇▇▇▇▇▇▇▇ Account #967086639 (c) Escrow Agent shall hold such Subscription Amount in escrow in accordance with the terms hereof. (d) At the Closing in accordance with the terms of this Agreement, Escrow Agent shall deliver the Subscription Amount to the Company. (e) If the Closing does not take place on or before January 31, 2014 (unless extended by the Company in its sole discretion for up to 15 days upon notice to the Purchasers and the Escrow Agent), Escrow Agent shall return the Subscription Amount to Purchaser as soon as reasonably practicable thereafter but no later than February 10, 2014. (f) It is agreed that: (i) The duties of Escrow Agent are only as herein specifically provided, and, except for the provisions of Section 2.4(g) are purely ministerial in nature, and Escrow Agent shall incur no liability whatever, except for its own willful misconduct or gross negligence; (ii) Escrow Agent shall not be liable or responsible for the collection of the proceeds of any checks used to pay the Subscription Amount; (iii) In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by it to be genuine and signed by either of the other parties hereto or their successors; (iv) Escrow Agent may assume that any person purporting to give any notice of instructions in accordance with the provisions hereof has been duly authorized to do so; (v) Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Agent, the Company and Purchaser; (vi) Except as otherwise provided in Section 2.4(g), the Company shall reimburse and indemnify Escrow Agent for, and hold it harmless against, any and all loss, liability, costs or expenses in connection herewith, including reasonable attorneys' fees and disbursements, incurred without fraud, willful misconduct or gross negligence on the part of Escrow Agent, arising out of or in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Agreement (other than any claim or liability arising out of Escrow Agent's fraud, willful misconduct, gross negligence or breach of this Agreement); (vii) Each of the Company and Purchaser hereby releases Escrow Agent from any act done or omitted to be done by Escrow Agent in good faith in the performance of its duties hereunder (other than any fraud, willful misconduct, gross negligence or breach of this Agreement by Escrow Agent); and (viii) Escrow Agent may resign upon not less than ten (10) days written notice to the Company and Purchaser, provided that a successor Escrow Agent has then been appointed. If a successor Escrow Agent is not appointed by the Company and Purchasers within such ten (10) day period, Escrow Agent may petition a court of competent jurisdiction to name a successor. (g) Escrow Agent is acting solely as a stakeholder with respect to the Subscription Amount. Escrow Agent, except as provided in paragraphs (d) and (e) of Section 2.4, shall not deliver the Subscription Amount to the Company or Purchaser, except on ten (10) days' prior written notice to the Company and Purchaser and only if neither such party shall object within such ten (10) day period. If there is any dispute as to whether Escrow Agent is obligated to deliver all or any portion of a Subscription Amount or as to whom Subscription Amount is to be delivered, Escrow Agent shall not make any delivery, but in such event Escrow Agent shall hold such Subscription Amount until receipt by Escrow Agent of an authorization in writing, signed by the Company and Purchaser, directing the disposition of the such Subscription Amount (together with all interest thereon, if any), or, in the absence of such authorization, Escrow Agent shall hold the Subscription Amount (together with all interest thereon, if any), until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given or proceedings for such determination are not begun within thirty (30) days after the date Escrow Agent shall have received written notice of such dispute, and thereafter diligently continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the Subscription Amount (together with all interest thereon, if any), in court pending such determination. Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including, without limitation, reasonable attorneys' fees and disbursements, by the party determined not to be entitled to the Subscription Amount, or if the Subscription Amount is split between the Company and Purchaser, such costs of Escrow Agent shall be split, pro rata, between the Company and Purchaser, in inverse proportion to the amount. (h) Escrow Agent has executed this Agreement solely to confirm that the Subscription Amount has been deposited into the I▇▇▇ Account.

Deposit and Escrow. (a) The Company and each Purchaser hereby appoint Morse, Zelnick, Rose & Lander, LLP to act as escrow agent (“Escrow Agent”) in connection with ‌ On the transactions contemplated hereby upon the following terms and conditions: (b) Simultaneously with the execution and delivery of this AgreementEffective Date, Purchaser shall wire transfer such Purchaser’s Subscription Amount deliver a deposit to the Escrow Agent’s Attorney Trust I▇▇▇ Account (the “I▇▇▇ Account”), a non-interest bearing account maintained at J.▇. ▇▇▇▇▇▇ C▇▇▇▇ Bank, in accordance with the following instructions: J▇ and ▇▇▇▇▇▇ Chase 5▇▇ LLP (“Escrow Agent”), One Battery Park ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇ Newark, DE 19713 For credit to the account of: M▇▇▇▇ Z, Attn: ▇▇▇▇ ▇▇ ▇▇▇▇ & L▇▇▇▇▇, LLP Attorney Trust I▇▇▇ Account Reference: Protalex, Inc. Private Placement ABA#0. ▇▇▇▇▇▇▇▇ Account #967086639 , Esq., (cif by check, subject to collection, if by wire, subject to receipt), in the amount of ONE MILLION TWO HUNDRED TWENTY FIVE THOUSAND AND 00/100 ($1,225,000.00) DOLLARS (the “Deposit”). Escrow Agent shall hold such Subscription Amount retain possession of the Deposit until delivery or return thereof is permitted or required under this Agreement. The Deposit shall be deposited in a separate interest-bearing escrow in accordance with account at TD Bank, N.A. The Deposit shall be held by the Escrow Agent pursuant to the terms hereof. of this Agreement and the Escrow Agreement annexed hereto as Exhibit B. If there is any conflict between the terms of this Agreement and the Escrow Agreement with respect to the Deposit or the Escrow Agent’s duties with respect thereto, the terms of the Escrow Agreement shall govern. In addition, Purchaser understands, acknowledges and agrees that the Deposit shall immediately become non-refundable upon receipt of the fully executed Agreement by Purchaser’s attorney on behalf of Purchaser (d) At the Closing in accordance except upon an uncured default by Seller or Seller’s inability, or refusal to comply with the terms of this Agreement, or as otherwise specifically provided for in this Agreement), and shall be delivered by Escrow Agent to Seller if Purchaser shall deliver the Subscription Amount fail to the Company. (e) If the Closing does not take place close hereunder on or before January 31the Closing Date, 2014 (unless extended subject in any event to compliance by the Company Escrow Agent with the notification and other obligations contained in its sole discretion for up to 15 days upon notice to the Purchasers and the Escrow Agent), Escrow Agent Agreement. If the purchase and sale shall return the Subscription Amount close pursuant to Purchaser as soon as reasonably practicable thereafter but no later than February 10, 2014. (f) It is agreed that: (i) The duties of Escrow Agent are only as herein specifically provided, and, except for the provisions of Section 2.4(g) are purely ministerial in nature, and Escrow Agent shall incur no liability whatever, except for its own willful misconduct or gross negligence; (ii) Escrow Agent shall not be liable or responsible for the collection of the proceeds of any checks used to pay the Subscription Amount; (iii) In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by it to be genuine and signed by either of the other parties hereto or their successors; (iv) Escrow Agent may assume that any person purporting to give any notice of instructions in accordance with the provisions hereof has been duly authorized to do so; (v) Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Agent, the Company and Purchaser; (vi) Except as otherwise provided in Section 2.4(g), the Company shall reimburse and indemnify Escrow Agent for, and hold it harmless against, any and all loss, liability, costs or expenses in connection herewith, including reasonable attorneys' fees and disbursements, incurred without fraud, willful misconduct or gross negligence on the part of Escrow Agent, arising out of or in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, as well as the costs and expenses Deposit (exclusive of defending against any claim or liability arising out of or relating to this Agreement (other than any claim or liability arising out of Escrow Agent's fraud, willful misconduct, gross negligence or breach of this Agreement); (vii) Each of the Company and Purchaser hereby releases Escrow Agent from any act done or omitted to be done by Escrow Agent in good faith in the performance of its duties hereunder (other than any fraud, willful misconduct, gross negligence or breach of this Agreement by Escrow Agent); and (viii) Escrow Agent may resign upon not less than ten (10) days written notice to the Company and Purchaser, provided that a successor Escrow Agent has then been appointed. If a successor Escrow Agent is not appointed by the Company and Purchasers within such ten (10) day period, Escrow Agent may petition a court of competent jurisdiction to name a successor. (g) Escrow Agent is acting solely as a stakeholder with respect to the Subscription Amount. Escrow Agent, except as provided in paragraphs (d) and (e) of Section 2.4, shall not deliver the Subscription Amount to the Company or Purchaser, except on ten (10) days' prior written notice to the Company and Purchaser and only if neither such party shall object within such ten (10) day period. If there is any dispute as to whether Escrow Agent is obligated to deliver all or any portion of a Subscription Amount or as to whom Subscription Amount is to be delivered, Escrow Agent shall not make any delivery, but in such event Escrow Agent shall hold such Subscription Amount until receipt by Escrow Agent of an authorization in writing, signed by the Company and Purchaser, directing the disposition of the such Subscription Amount (together with all interest thereonaccrued interest, if any), or, in the absence of such authorization, Escrow Agent shall hold the Subscription Amount (together with all interest thereon, if any), until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given or proceedings for such determination are not begun within thirty (30) days after the date Escrow Agent shall have received written notice of such dispute, and thereafter diligently continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the Subscription Amount (together with all interest thereon, if any), in court pending such determination. Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including, without limitation, reasonable attorneys' fees and disbursements, by credited against the party determined not to be entitled to the Subscription Amount, or if the Subscription Amount is split between the Company and Purchaser, such costs of Escrow Agent shall be split, pro rata, between the Company and Purchaser, in inverse proportion to the amountPurchase Price at Closing. (h) Escrow Agent has executed this Agreement solely to confirm that the Subscription Amount has been deposited into the I▇▇▇ Account.

Deposit and Escrow. (a) The Company and each Purchaser hereby appoint Morse, Zelnick, Rose & Lander, LLP to act as escrow agent (“Escrow Agent”) in connection with the transactions contemplated hereby upon the following terms and conditions: (b) Simultaneously with the execution and delivery of this Agreement, Purchaser shall wire transfer such Purchaser’s Subscription Amount to the Escrow Agent’s Attorney Trust I▇▇▇ Account (the “I▇▇▇ Account”), a non-interest bearing account maintained at J.▇. ▇▇▇▇▇▇ C▇▇▇▇ Bank, in accordance with the following instructions: J▇ ▇▇▇▇▇▇ Chase 5▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Newark, DE 19713 For credit to the account of: M▇▇▇▇ Z▇▇▇▇▇▇ ▇▇▇▇ & L▇▇▇▇▇, LLP Attorney Trust I▇▇▇ Account Reference: Protalex, Inc. Private Placement ABA#0▇▇▇▇▇▇▇▇ Account #967086639 (c) Escrow Agent shall hold such Subscription Amount in escrow in accordance with the terms hereof. (d) At the Closing Closing, in accordance with the terms of this Agreement, Escrow Agent shall deliver the Subscription Amount to the Company. (e) If the Closing does not take place on or before January March 31, 2014 2018 (unless extended by the Company in its sole discretion for up to 15 fifteen (15) days upon notice to the Purchasers and the Escrow Agent), Escrow Agent shall return the Subscription Amount to each Purchaser without interest as soon as reasonably practicable thereafter but no later than February 10, 2014thereafter. (f) It is agreed that: (i) The duties of Escrow Agent are only as herein specifically provided, and, except for the provisions of Section 2.4(g) are purely ministerial in nature, and Escrow Agent shall incur no liability whatever, except for its own willful misconduct or gross negligence; (ii) Escrow Agent shall not be liable or responsible for the collection of the proceeds of any checks used to pay the Subscription Amount; (iii) In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by it to be genuine and signed by either of the other parties hereto or their successors; (iv) Escrow Agent may assume that any person purporting to give any notice of instructions in accordance with the provisions hereof has been duly authorized to do so; (v) Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Agent, the Company and Purchaser; (vi) Except as otherwise provided in Section 2.4(g), the Company shall reimburse and indemnify Escrow Agent for, and hold it harmless against, any and all loss, liability, costs or expenses (“Losses”) in connection herewith, including reasonable attorneys' fees and disbursements, except to the extent, if any, that such Losses were incurred without on account of fraud, willful misconduct or gross negligence on the part of Escrow Agent, arising out of or in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Agreement (other than except to the extent of any claim or liability Losses arising out of Escrow Agent's fraud, willful misconduct, gross negligence or breach of this Agreement); (vii) Each of the Company and each Purchaser hereby releases Escrow Agent from any act done or omitted to be done by Escrow Agent in good faith in the performance of its duties hereunder (other than any fraud, willful misconduct, gross negligence or breach of this Agreement by Escrow Agent); and (viii) Escrow Agent may resign upon not less than ten (10) days written notice to the Company and Purchaser, provided that a successor Escrow Agent has then been appointed. If a successor Escrow Agent is not appointed by the Company and Purchasers within such ten (10) day period, Escrow Agent may petition a court of competent jurisdiction to name a successor. (g) Escrow Agent is acting solely as a stakeholder with respect to the Subscription Amount. Escrow Agent, except as provided in paragraphs (d) and (e) of Section 2.4, shall not deliver the Subscription Amount to the Company or Purchaser, except on ten (10) days' prior written notice to the Company and Purchaser and only if neither such party shall object within such ten (10) day period. If there is any dispute as to whether Escrow Agent is obligated to deliver all or any portion of a Subscription Amount or as to whom Subscription Amount is to be delivered, Escrow Agent shall not make any delivery, but in such event Escrow Agent shall hold such Subscription Amount until receipt by Escrow Agent of an authorization in writing, signed by the Company and Purchaser, directing the disposition of the such Subscription Amount (together with all interest thereon, if any)Amount, or, in the absence of such authorization, Escrow Agent shall hold the Subscription Amount (together with all interest thereon, if any)Amount, until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given or proceedings for such determination are not begun within thirty (30) days after the date Escrow Agent shall have received written notice of such dispute, and thereafter diligently continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the Subscription Amount (together with all interest thereon, if any), in court pending such determination. Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including, without limitation, reasonable attorneys' fees and disbursements, by the party determined not to be entitled to the Subscription Amount, or if the Subscription Amount is split between the Company and Purchaser, such costs of Escrow Agent shall be split, pro rata, between the Company and Purchaser, in inverse proportion to the amount. (h) Escrow Agent has executed this Agreement solely to confirm that the Subscription Amount has been deposited into the I▇▇▇ Account.