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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, as escrow agent (the "ESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as EXHIBIT B (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 structuring fees of $10,000 to the Buyer pursuant to Section 4(h) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s), of which $25,000 shall be paid directly from the gross proceeds of the First Closing held in escrow, $15,000 shall be paid directly from the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, as escrow agent (the "ESCROW AGENT"“Escrow Agent”), pursuant to the terms of an escrow agreement Escrow Agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as EXHIBIT B (the "ESCROW AGREEMENT")Agent. 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 structuring the fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP of Ten Thousand Dollars ($10,000 to 10,000) shall be paid directly from the Buyer pursuant to Section 4(h) hereof and $40,000 to the Buyer pursuant to Section 12.4 gross proceeds held in escrow of the Standby Equity Distribution Agreement of even date herewith between the Company First Closing and the Buyer(s), retainer of which ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP of Twenty-Five Thousand Dollars ($25,000 25,000) shall be paid directly from the gross proceeds of the First Closing held by wire transfer of immediately available funds in escrow, $15,000 shall be paid directly from accordance with the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing)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 ’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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, as escrow agent (the "ESCROW AGENTEscrow Agent"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as EXHIBIT B (the "ESCROW AGREEMENT")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 fees fee of Ten Thousand Dollars ($10,000 10,000) to the Buyer pursuant to Section 4(h4(g) hereof and hereof, a structuring fee of Ten Thousand Dollars ($40,000 10,000) to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s)one-time commitment fee referenced in Section 4(g) hereof, all of which $25,000 shall be paid directly from the gross proceeds of the First Closing held in escrow, $15,000 shall be paid directly from the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third 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 David Gonzalez, Esq., as escrow age▇▇ (▇▇▇ "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, as escrow agent (the "ESCROW AGENTw Agent"), pursuant to the terms of an escrow agreement the Escrow Agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as EXHIBIT B (the "ESCROW AGREEMENT")Agent. 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 structuring fees and expenses of Yorkville Advisors Management, LLC of Ten Thousand Dollars ($10,000 to 10,000) shall be paid directly from the Buyer pursuant to Section 4(h) hereof and $40,000 to the Buyer pursuant to Section 12.4 gross proceeds held in escrow of the Standby Equity Distribution Agreement of even date herewith between the Company First Closing and the Buyer(s), retainer of which Kirkpatrick & Lockhart Nicholson Gr▇▇▇▇ ▇▇▇ ▇▇ Tw▇▇▇▇-▇▇▇e ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇s ($25,000 25,000) shall be paid directly from the gross proceeds of the First Closing held by wire transfer of immediately available funds in escrow, $15,000 shall be paid directly from accordance with the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing)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(sNo later than three (3) and pending the Closingsdays prior to each Closing, 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 age▇▇ (▇▇▇ "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, as escrow agent (the "ESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as EXHIBIT B (the "ESCROW AGREEMENT"). Subject to the satisfaction or waiver 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), ) at the Closings minus structuring the legal fees of $10,000 to the Buyer pursuant to Section 4(h) hereof and $40,000 to the Buyer pursuant to Section 12.4 expenses of the Standby Equity Distribution Agreement Buyer(s) of even date herewith between the Company Twenty Five Thousand Dollars ($25,000) and the Buyer(s)retainer of Kirkpatrick & Lockhart, LLP by wir▇ ▇▇▇▇▇▇▇▇ of which $25,000 shall be paid directly from i▇▇▇▇▇▇▇▇ly available funds in accordance with the gross proceeds of the First Closing held in escrow, $15,000 shall be paid directly from the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing)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 David Gonzalez, Esq., as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, as escrow agent (the "ESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as EXHIBIT B (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 structuring fees and expenses of Yorkville Advisors Management, LLC of Ten Thousand Dollars ($10,000 to the Buyer pursuant to Section 4(h10,000) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s), retainer of Reitler Brown & Rosenblatt LLC of ▇▇▇ ▇hou▇▇▇▇ ▇▇▇▇ars ($10,000) each of which $25,000 shall be paid directly from the gross proceeds of the First Closing held by wire transfer of immediately available funds in escrow, $15,000 shall be paid directly from accordance with the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing)Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing in amounts equal to fifty percent (50%) of the amount 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 ag▇▇▇ (▇▇▇ "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, as escrow agent (the "ESCROW AGENTAgent"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as EXHIBIT B (the "ESCROW AGREEMENT")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 fees fee of $10,000 75,000 to the Buyer pursuant to Section 4(h4(g) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s)hereof, of which $25,000 shall be paid directly from the gross proceeds of the First Closing held in escrow, escrow and $15,000 25,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement shall be paid directly from the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing), 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, as escrow agent (the "ESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as EXHIBIT B (the "ESCROW AGREEMENT")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)) of $75,000 on the First Closing Date and $425,000 on the Second Closing Date, minus a structuring fees fee of $10,000 60,000 to the Buyer pursuant to Section 4(h4(g) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s)hereof, of which $25,000 9,000 shall be paid directly deducted from the gross proceeds of the First Closing held in escrow, and the balance of $15,000 51,000 shall be paid directly deducted from the gross proceeds of the Second Closing Closing, and the commitment fee described in Section 4(g) hereof, of which $10,000 7,500 shall be paid directly deducted from the gross proceeds of the Fourth First Closing (I.E., and the date balance of $42,500 shall be deducted from the gross proceeds of the filing of the registration statement, which may occur prior to the Third Second Closing), and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) in the aggregate amount of $75,000 on the First Closing Date and $425,000 on the Second Closing Date 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 AGENTEscrow Agent"), pursuant to the terms of ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as EXHIBIT Exhibit B (the "ESCROW AGREEMENTEscrow 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 structuring the fees and expenses of Seth Farbman, P.C. ($10,000 to together with the Buyer pursuant to Section 4(h$15,000 for legal ▇▇▇▇▇▇▇▇ ▇endered in connection with the SEDA transaction and document preparation) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s), of which $25,000 shall be paid directly from the gross proceeds of the First Closing held and the retainer of Schiff Hardin LLP which shall be paid in escrowthree installments as follo▇▇: ▇▇▇▇ ▇▇▇usand Dollars ($5,000) shall be paid from the gross proceeds of the First Closing, Twenty Thousand Dollars ($15,000 20,000) shall be paid directly from the gross proceeds of the Second Closing and Ten Thousand Dollars ($10,000 10,000) shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing), 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, 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 $375,000 shall be deposited in a non-interest bearing escrow account with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Gottbetter & Partners, LLP, as escrow agent (the "ESCROW AGENTEscrow Agent"), pursuant to the terms of the Escrow Agreement. If the conditions in Sections 7 and 8 and as set forth herein for the Second Closing are satisfied, an escrow agreement between the Company, the Buyer(s) and additional $375,000 shall be deposited in a non-interest bearing account with the Escrow Agent in one business day prior to the form attached hereto as EXHIBIT B (the "ESCROW AGREEMENT")Second Closing Date. 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 and Shares to be issued and sold to such Buyer(s), minus if unpaid, structuring fees and expenses of Yorkville Advisors Management, LLC of Seventy Five Thousand Dollars ($10,000 to the Buyer pursuant to Section 4(h75,000) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s), commitment fee of Five Thousand ($5,000) which $25,000 shall be paid directly from the gross proceeds held in escrow of the First Closing held Closing, by wire transfer of immediately available funds in escrow, $15,000 shall be paid directly from accordance with the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing), 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, and the Shares.

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 e▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇ LLP, as escrow agent (the e "ESCROW AGENTEscrow Agent"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as EXHIBIT Exhibit B (the "ESCROW AGREEMENTEscrow 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 structuring the fees and expenses of Butler Gonzalez LLP of wh▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇d Dollars ($10,000 to the Buyer pursuant to Section 4(h10,000) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s), of which Seven Thousand Five Hundred Dollars ($25,000 7,500) shall be paid directly from the gross proceeds held in escrow of the First Closing held in escrow, $15,000 and Two Thousand Five Hundred Dollars shall be paid directly from the gross proceeds held in escrow of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third 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 $1,250,000 shall be deposited in a non-interest bearing escrow account with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLPGottbetter & Partners, LLP as escrow agent (the "ESCROW AGENT"“Escrow Agent”), pursuant to the terms of the Escrow Agreement. If the conditions in Sections 7 and 8 and as set forth herein for the Second Closing are satisfied, an escrow agreement between the Company, the Buyer(s) and additional $2,000,000 shall be deposited in a non-interest bearing account with the Escrow Agent one business day prior to the Second Closing Date. If the conditions in Sections 7 and 8 and as set forth herein for the form attached hereto as EXHIBIT B (Third Closing are satisfied, an additional $750,000 shall be deposited in a non-interest bearing account with the "ESCROW AGREEMENT")Escrow Agent one business day prior to the Third Closing Date. 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 and Warrants to be issued and sold to such Buyer(s), ) minus structuring fees of $10,000 the unpaid origination fee owed to the Buyer pursuant to Section 4(h) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s), of which $25,000 shall be paid directly from the gross proceeds of the First Closing held in escrow, $15,000 shall be paid directly from the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third 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 CompanyCompany and the Warrants which such Buyer(s) is purchasing in numbers indicated opposite such Buyer’s name on Schedule I. 2.

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 ▇▇David Gonzalez, Esq., as es▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇ LLP, as escrow agent (the e "ESCROW AGENTEscrow Agent"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as EXHIBIT Exhibit B (the "ESCROW AGREEMENTEscrow 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 unpaid structuring fees and expenses of Yorkville Advisors Management, LLC of Five Thousand Dollars ($10,000 to the Buyer pursuant to Section 4(h5,000) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s), due diligence fee of Two Thousand Five Hundred Dollars ($2,500) which $25,000 shall be paid directly from the gross proceeds held in escrow of the First Closing held in escrow, $15,000 shall be paid directly from the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, as escrow agent (the "ESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as EXHIBIT B (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 structuring fees and expenses of Yorkville Advisors Management, LLC of Ten Thousand Dollars ($10,000 to the Buyer pursuant to Section 4(h10,000) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s), of which $25,000 shall be paid directly from the gross proceeds held in escrow of the First Closing held by wire transfer of immediately available funds in escrow, $15,000 shall be paid directly from accordance with the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing)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 ▇David Gonzalez, Esq., as e▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇ LLP, as escrow agent (the he "ESCROW AGENTEscrow Agent"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as EXHIBIT Exhibit B (the "ESCROW AGREEMENTEscrow 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 and expenses of Yorkville Advisors Management, LLC of Five Thousand Dollars ($10,000 to the Buyer pursuant to 5,000) referenced in Section 4(h) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company 4 herein and the Buyer(s)commitment fee of Three Hundred Thirty Seven Thousand Five Hundred Dollars ($337,500) referenced in Section 4 herein, the 10% discount referenced in section 4 herein, each of which $25,000 shall be paid directly from the gross proceeds held in escrow of the First Closing held in escrow, $15,000 shall be paid directly from the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third 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 ▇▇▇David Gonzalez, Esq., as esc▇▇▇ ▇▇▇▇▇ (▇▇▇▇ LLP, as escrow agent (the he "ESCROW AGENTEscrow Agent"), pursuant to the terms of an escrow ------------- agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as EXHIBIT Exhibit B (the "ESCROW AGREEMENTEscrow 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 structuring fees and expenses of Yorkville Advisors Management, LLC of Fifteen Thousand Dollars ($10,000 to 15,000) shall be paid directly from the Buyer pursuant to Section 4(h) hereof and $40,000 to the Buyer pursuant to Section 12.4 gross proceeds held in escrow of the Standby Equity Distribution Agreement of even date herewith between the Company First Closing and the Buyer(s), retainer of which Kirkpatrick & Lockhart LLP of ▇▇▇▇▇▇ ▇housa▇▇ ▇▇▇▇ Hundred Dollars ($25,000 12,500) shall be paid directly from the gross proceeds of the First Closing held in escrow, and Twelve Thousand Five Hundred ($15,000 shall be paid directly 12,500) from the gross proceeds of the Second Closing and $10,000 shall be paid directly from by wire transfer of immediately available funds in accordance with the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing)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 LLP, as escrow agent (the "Escrow Agent"), ▇▇▇▇▇▇▇▇ LLP, as escrow agent (the "ESCROW AGENT"), pursuant to ▇▇ the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as EXHIBIT Exhibit B (the "ESCROW AGREEMENTEscrow 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 fees fee of $10,000 to the Buyer pursuant to Section 4(h4(g) hereof hereof, the ten percent (10%) discount referenced in Section 4(g) hereof, and $40,000 10,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s)Agreement, all of which $25,000 shall be paid directly from the gross proceeds of the First Closing held Closing, all by wire transfer of immediately available funds in escrow, $15,000 shall be paid directly from accordance with the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing)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 David Gonzalez, Esq., as escrow agent (the "Escrow Agent"), pursuan▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ LLP, as escrow agent (the "ESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as EXHIBIT Exhibit B (the "ESCROW AGREEMENTEscrow 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 and expenses of Yorkville Advisors Management, LLC of Ten Thousand Dollars ($10,000 to 10,000) referenced in Section 4 herein, the Buyer pursuant to commitment fee of Three Hundred Seventy Five Thousand Dollars ($375,000) referenced in Section 4(h4 herein, the 10% discount referenced in section 4 herein, the due diligence fee of Two Thousand Five Hundred Dollars ($2,500) hereof referenced in Section 4 herein and the structuring fee of Twenty Thousand Dollars ($40,000 to the Buyer pursuant to 20,000) referenced in Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s)herewith, all of which $25,000 shall be paid directly from the gross proceeds held in escrow of the First Closing held in escrow, $15,000 shall be paid directly from the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third 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 ClosingsClosing Dates, 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, as escrow agent (the "ESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as EXHIBIT B (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), ) at the closings minus structuring the fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP of Ten Thousand Dollars ($10,000 to 10,000) as outlined in the Buyer pursuant to Section 4(h) hereof and $40,000 to the Buyer pursuant to Section 12.4 Equity Line of the Standby Equity Distribution Credit Agreement of even date herewith between the Company and the Buyer(s), of which $25,000 shall be paid directly from the gross proceeds of the First Closing held in escrow, $15,000 shall be paid directly from the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., dated the date hereof, by wire transfer of immediately available funds in accordance with the filing of the registration statement, which may occur prior to the Third Closing)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 LLP, as escrow age▇▇ (▇▇▇ "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, as escrow agent (the "ESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as EXHIBIT B (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 structuring the fees and expenses of Butler Gonzalez of Five Thousand D▇▇▇▇▇▇ ($10,000 to the Buyer pursuant to Section 4(h▇,▇▇▇) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s), of which $25,000 shall be paid directly from the gross proceeds of the First Closing held in escrowand the retainer of Kirkpatrick & Lockhart LLP of whic▇ ▇▇▇▇▇▇ ▇▇ous▇▇▇ ▇▇▇▇ Hundred Dollars ($12,500) shall be paid from the gross proceeds of the First Closing, and Twelve Thousand Five Hundred Dollars ($15,000 12,500) shall be paid directly from the gross proceeds of the Second Closing and $10,000 shall be paid directly from by wire transfer of immediately available funds in accordance with the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing)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 ▇▇David Gonzalez, Esq., as escrow a▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ LLP, as escrow agent (the "ESCROW ROW AGENT"), pursuant to the terms of an escrow agreement the Escrow Agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as EXHIBIT B (the "ESCROW AGREEMENT")Agent. 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 structuring fees and expenses of Yorkville Advisors Management, LLC of Ten Thousand Dollars ($10,000 to 10,000) shall be paid directly from the Buyer pursuant to Section 4(h) hereof and $40,000 to the Buyer pursuant to Section 12.4 gross proceeds held in escrow of the Standby Equity Distribution Agreement of even date herewith between the Company First Closing and the Buyer(s), retainer of which Kirkpatrick & Lockhart LLP of Twen▇▇-▇▇▇▇ ▇▇▇usa▇▇ ▇▇▇▇▇rs ($25,000 25,000) shall be paid directly from the gross proceeds of the First Closing held by wire transfer of immediately available funds in escrow, $15,000 shall be paid directly from accordance with the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing)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 hereto, plus the fees and expenses of the Buyer(s) and, Butler Gonzalez LLP, shall be deposited in a non-interest bearing escrow account with ▇depo▇▇▇▇▇ ▇▇ ▇ ▇▇▇-▇▇▇▇ LLPnterest bearing escrow account with Wachovia, N.A., as escrow agent (the "ESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as EXHIBIT Exhibit B (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), ) at the Closing minus structuring the fees of $10,000 to the Buyer pursuant to Section 4(h) hereof and $40,000 to the Buyer pursuant to Section 12.4 expenses of the Standby Equity Distribution Agreement of even date herewith between the Company Buyer(s) and, Butler Gonzalez LLP and the Buyer(s)retain▇▇ ▇▇ ▇▇▇▇▇▇▇rick & Lockhart LLP, of which $25,000 shall be paid directly from by ▇▇▇▇ ▇▇▇▇▇fer ▇▇ ▇▇▇▇▇iately available funds in accordance with the gross proceeds of the First Closing held in escrow, $15,000 shall be paid directly from the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing)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 LLP, as escrow agent (the "ESCROW AGENTEscrow Agent"), pursuant to the terms of an ▇▇▇ ▇▇▇▇▇ ▇▇ ▇n escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as EXHIBIT Exhibit B (the "ESCROW AGREEMENTEscrow 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 structuring the fees and expenses of $10,000 to the Buyer pursuant to Section 4(h) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s), Butler Gonzalez LLP of which Ten Thousand Dollars ($25,000 10,000) of which S▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇ive Hundred Dollars ($7,500) shall be paid directly from the gross proceeds held in escrow of the First Closing held in escrow, $15,000 and Two Thousand Five Hundred Dollars shall be paid directly from the gross proceeds held in escrow of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third 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.