Common use of Direction to Escrow Agent Clause in Contracts

Direction to Escrow Agent. (a) The Vendor hereby agrees that the Purchaser shall issue and deliver to the Escrow Agent on behalf of the Vendor the number of Escrowed Shares set out in Schedule "A" attached hereto. The Vendor further agrees that immediately upon their release from escrow under the Corporate Escrow Agreement, 75% of the Corporate Escrow Shares shall be placed and deposited in escrow with the Escrow Agent in accordance with the terms herein and shall be considered to form a part of the Escrowed Shares thereafter. The Purchaser hereby also agrees to deliver certificates representing such Escrowed Shares (including any replacement Escrowed Shares or certificates) to the Escrow Agent for deposit in escrow. (b) The Vendors and the Purchaser hereby direct the Escrow Agent to retain the Escrowed Shares and the certificates (including any replacement Escrowed Shares or certificates) representing the same together with all Escrow Amounts and not to do or cause anything to be done to release the same from escrow or to allow any transfer, lien, charge or alienation thereof, other than in accordance with the terms of this Agreement, provided that one- third (1/3) of all Escrowed Shares shall be released from escrow to the Vendor on each of the 12 month anniversaries of the date hereof, subject to the terms of this Agreement (the "Release Schedule"). (c) The Vendors hereby direct the Purchaser to pay to the Escrow Agent all Escrow Amounts owing or accruing due on the Escrowed Shares during the term hereof to be held and paid to the parties in the same manner as the Escrowed Shares in accordance with this Agreement. (d) Notwithstanding the foregoing, if the number of shares to be released on any date is a fractional number of shares, the Escrow Agent shall only release from escrow the next whole number of shares which is less than the fractional number otherwise releasable, except in respect of the last portion of the Escrowed Shares to be released, which portion will be released in its entirety.

Direction to Escrow Agent. (a) The Vendor Each of the Vendors hereby agrees that authorizes and directs the Purchaser shall to issue and deliver to the Escrow Agent on behalf of the each Vendor the number of Escrowed Shares set out next to their respective names in Schedule "“A" ” attached hereto. The Vendor further agrees that immediately upon their release from escrow under hereto as partial consideration of amounts owing to them pursuant to the Corporate Escrow Purchase Agreement, 75% of the Corporate Escrow Shares shall be placed and deposited in escrow with the Escrow Agent in accordance with the terms herein and shall be considered to form a part of the Escrowed Shares thereafter. The Purchaser hereby also agrees to deliver certificates representing such Escrowed Shares (including any replacement Escrowed Shares or certificates) to the Escrow Agent for deposit in escrow. (b) The Vendors and the Purchaser hereby direct the Escrow Agent to retain the Escrowed Shares and the certificates (including any replacement Escrowed Shares or certificates) representing the same together with all Escrow Amounts and not to do or cause anything to be done to release the same from escrow or to allow any transfer, lien, charge or alienation thereof, other than in accordance with the terms of this Agreement, provided that one- third (1/3) of all Escrowed Shares shall be released from escrow to the Vendor on each of the 12 month anniversaries of the date hereof, subject to the terms of this Agreement (the "Release Schedule"). (c) The Vendors hereby direct the Purchaser to pay to the Escrow Agent all Escrow Amounts owing or accruing due on the Escrowed Shares during the term hereof to be held and paid to the parties in the same manner as the Escrowed Shares in accordance with this Agreement. (d) Notwithstanding The Vendors and the foregoing, if the number of shares to be released on any date is a fractional number of shares, Purchaser hereby directs the Escrow Agent shall only to release from escrow the next whole number of shares which is less than the fractional number otherwise releasable, except in respect of the last portion of the Escrowed Shares to be released, which portion will the Vendors pro rata in accordance with their entitlements set out in Schedule “A” on the following basis:‌ (i) 3,250,000 Escrowed Shares shall be released upon the completion of Capital Raise(s) in its entiretythe aggregate amount of $1,511,497 excluding the proceeds raised pursuant to the Series E Debenture financing completed as of September 29, 2011 being $488,503; and‌ (ii) an additional 3,250,000 Cynapsus Shares shall be released upon the completion of each subsequent Capital Raise(s) in the aggregate amount of $1,000,000 or multiples thereof in excess of the amounts raised under the Capital Raise(s) under Subsection 3(d)(i), until the aggregate amount of all Capital Raises equals $8,000,000. (e) Notwithstanding Section 3(d), 75% of such released Escrowed Shares to be delivered to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be delivered to the Escrow Agent to be held in escrow in accordance with the executive escrow agreement dated as of the date hereof between the Purchaser, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and the Escrow Agent.