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 ag▇▇▇ (▇▇▇ "▇▇▇▇▇▇ 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 fees and expenses of Butler Gonzalez LLP of which Fi▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇lars ($5,000) shall be paid directly from the gross proceeds of the First Closing and Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds of the Second Closing and the retainer of Kirkpatrick & Lockhart LLP of whic▇ ▇▇▇ ▇▇▇▇▇and ▇▇▇ ▇▇▇dred Fifty Dollars ($6,250) shall be paid from the gross proceeds of the First Closing, and Six Thousand Two Hundred Fifty Dollars ($6,250) shall be paid directly from the gross proceeds of the Second 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 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 LLP, as escrow ag▇▇▇ (▇▇▇ "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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), minus the fees and expenses of Butler Gonzalez LLP the Buyer equal to 10% of which Fithe gross proceeds, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇lars , LLP of Ten Thousand Dollars ($5,00010,000) shall be paid directly from the gross proceeds of the First Closing and the retainer of ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP of which Twenty-Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds of the Second Closing and the retainer of Kirkpatrick & Lockhart LLP of whic▇ ▇▇▇ ▇▇▇▇▇and ▇▇▇ ▇▇▇dred Fifty Dollars ($6,25025,000) shall be paid from the gross proceeds of the First Closing, and Six Thousand Two Hundred Fifty Dollars ($6,250) shall be paid directly from the gross proceeds of the Second Closing 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 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▇▇▇ (▇▇▇ "▇▇▇▇▇▇ w 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 fees and expenses of Butler Gonzalez LLP of which Fi▇▇ Ten ▇▇▇▇▇▇▇▇ ▇▇▇lars ▇▇▇s ($5,00010,000) shall be paid directly from the gross proceeds held in escrow of the First Closing and Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds of the Second Closing and the retainer of Kirkpatrick & Lockhart LLP of whicTwe▇▇▇ ▇▇▇ ▇▇▇▇▇and ▇usa▇▇ ▇▇▇dred Fifty ▇ Hundred Dollars ($6,25022,500) shall be paid from the gross proceeds held in escrow of the First Closing, and Six Thousand Two Hundred Fifty Dollars ($6,250) shall be paid directly from the gross proceeds of the Second 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 Butler Gonzalez LLP, as escrow agagent (the "Escrow Agent"), pursuant ▇▇ ▇▇▇ (▇▇▇ "▇▇▇▇▇▇ 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 fees and expenses of Butler Gonzalez LLP of which FiFifteen Thousand Dollars ($15,000) shall be p▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇lars ($5,000) shall be paid directly from om the gross proceeds of the First Closing and Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds of the Second Closing fees, expenses and the retainer of Kirkpatrick & Lockhart LLP of whic▇ ▇▇▇ which Fifty-One Thousand Three Hundred ▇▇▇▇▇and ▇-▇▇▇en ▇▇▇▇▇▇▇ ▇▇▇dred Fifty Dollars and Forty-Eight Cents ($6,25051,387.48) shall be paid from the gross proceeds of the First Closing, and Six Thousand Two Hundred Fifty Dollars ($6,250) shall be paid directly from the gross proceeds of the Second 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 Butler Gonzalez LLP, as escrow ag▇▇▇ (▇▇▇ "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 fees and expenses of Butler Gonzalez LLP of which Fi▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇lars LLP of which Fifteen Thousand Dollars ($5,00015,000) shall be paid directly from the gross proceeds held in escrow of the First Closing Closing, and the retainer of ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP of which Twenty-Five Thousand Dollars ($5,00025,000) shall be paid directly from the gross proceeds of the Second Closing and the retainer of Kirkpatrick & Lockhart LLP of whic▇ ▇▇▇ ▇▇▇▇▇and ▇▇▇ ▇▇▇dred Fifty Dollars ($6,250) shall be paid from form the gross proceeds of the First Closing, and Six Thousand Two Hundred Fifty Dollars ($6,250) shall be paid directly from the gross proceeds of the Second 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 Butler Gonzalez LLP, as escrow ag▇▇agen▇ (▇▇▇ "▇▇▇▇▇▇ 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 fees and expenses of Butler Gonzalez LLP of which Fi▇▇ ▇▇Ten Th▇▇▇▇▇▇ ▇▇▇lars ▇▇▇▇ ($5,00010,000) shall be paid directly from the gross proceeds held in escrow of the First Closing and the retainer of Kirkpatrick & Lockhart LLP of which ▇▇▇▇▇▇ ▇▇▇usa▇▇ ▇▇▇▇ Hundred Dollars ($12,500) shall be paid directly from the gross proceeds of the First Closing Closing, and Twelve Thousand Five Thousand Hundred Dollars ($5,00012,500) shall be paid directly from the gross proceeds of the Second Closing and the retainer of Kirkpatrick & Lockhart LLP of whic▇ ▇▇▇ ▇▇▇▇▇and ▇▇▇ ▇▇▇dred Fifty Dollars ($6,250) shall be paid from the gross proceeds of the First Closing, and Six Thousand Two Hundred Fifty Dollars ($6,250) shall be paid directly from the gross proceeds held in escrow of the Second 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 Butler Gonzalez LLP, as escrow ag▇▇▇ (▇▇▇ "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 fees and expenses of Butler Gonzalez LLP of which Fi▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇lars LLP of Ten Thousand Dollars ($5,00010,000) shall be paid directly from the gross proceeds of the First Closing and which Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds held in escrow of the First Closing and Five Thousand Dollars shall be paid directly from the gross proceeds held in escrow of the Second Closing and the retainer of Kirkpatrick & Lockhart LLP of whic▇ ▇▇▇ ▇▇▇▇▇and ▇▇▇▇▇▇ & ▇▇▇dred Fifty ▇▇▇▇▇ LLP of which Twelve Thousand Five Hundred Dollars ($6,25012,500) shall be paid directly from the gross proceeds of the First Closing, and Six Twelve Thousand Two Five Hundred Fifty Dollars ($6,25012,500) shall be paid directly from the gross proceeds held in escrow of the Second 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 Butler Gonzalez LLP, as escrow ag▇age▇▇ (▇▇▇ "▇▇▇▇▇▇ 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 fees and expenses of Butler Gonzalez LLP of which FiFive Thous▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇lars ($5,000▇,000) which shall be paid directly from the gross proceeds of the First Closing and Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds of the Second Closing held in escrow and the retainer of Kirkpatrick & Lockhart LLP of whicwhich ▇▇▇▇▇▇ ▇▇ous▇▇▇ ▇▇▇▇▇and ▇▇▇ ▇▇▇dred Fifty e Hundred Dollars ($6,25012,500) shall be paid from the gross proceeds of the First Closing, Closing and Six Twelve Thousand Two Five Hundred Fifty Dollars ($6,25012,500) shall be paid directly from the gross proceeds of the Second Closing 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 Butler Gonzalez LLP, as escrow ag▇age▇▇ (▇▇▇ "▇▇▇▇▇▇ 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"). C. 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), ) at the Closings minus the fees and expenses of the Buyer(s) and Butler Gonzalez LLP of which Fi▇Ten Thousan▇ ▇▇▇▇▇▇▇▇ ($▇▇▇lars ,000) of which Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds of the First Closing and Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds of the Second Closing and the Twenty-Five Thousand Dollar ($25,000) retainer of Kirkpatrick & Lockhart LLP of whic▇ ▇▇▇▇▇▇ ▇▇▇▇▇and ous▇▇▇ ▇▇▇dred Fifty ▇ Hundred Dollars ($6,25012,500) shall be paid directly from the gross proceeds of the First Closing, Closing and Six Twelve Thousand Two Five Hundred Fifty Dollars ($6,25012,500) shall be paid directly from the gross proceeds of the Second Closing 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 Butler Gonzalez LLP, as escrow ag▇▇▇ (▇▇▇ "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 fees and expenses of Butler Gonzalez LLP of which Fi▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇lars LLP of which Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds of the First Closing and Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds of the Second Closing and the retainer of Kirkpatrick & Lockhart LLP of whic▇ ▇▇▇ ▇▇▇▇▇and ▇▇▇▇▇▇ & ▇▇▇dred ▇▇▇▇▇ LLP of which Six Thousand Two Hundred Fifty Dollars ($6,250) shall be paid from the gross proceeds of the First Closing, and Six Thousand Two Hundred Fifty Dollars ($6,250) shall be paid directly from the gross proceeds of the Second 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 Butler Gonzalez LLP, as escrow ages▇▇▇▇ ▇▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇ 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 fees and expenses of Butler Gonzalez LLP of which Fi▇▇ ▇▇in the ▇▇▇▇▇▇ ▇▇ ▇▇lars ▇ Thousand Dollars ($5,00010,000) which shall be paid directly from the gross proceeds of the First Closing and Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds of the Second Closing and the retainer of Kirkpatrick & Lockhart LLP of whic▇▇ ▇▇▇ ▇▇▇▇▇and ▇unt ▇▇ ▇▇▇dred Fifty ▇ty-Five Thousand Dollars ($6,25025,000) shall be paid from the gross proceeds of the First Closing, and Six Thousand Two Hundred Fifty Dollars ($6,250) shall be paid directly from the gross proceeds of the Second 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 Butler Gonzalez LLP, as escrow ag▇▇▇ (▇▇▇ "▇▇▇▇▇▇ 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 fees and expenses of Butler Gonzalez LLP of which FiFif▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇lars llars ($5,00015,000) shall be paid directly from the gross proceeds of the First Closing and payment to Kirkpatrick & Lockhart LLP of wh▇▇▇ ▇▇▇ ▇▇▇dred ▇▇▇▇▇ ▇housand Five Thousand Hundred Dollars ($5,000107,500) shall be paid directly from the gross proceeds of the Second First Closing and the retainer of Kirkpatrick & Lockhart LLP of whic▇ ▇▇▇ ▇▇▇▇▇and ▇▇▇ ▇▇▇dred Fifty Dollars ($6,250) shall be paid from the gross proceeds of the First Closing, and Six Thousand Two Hundred Fifty Dollars ($6,25056,250) shall be paid directly from the gross proceeds of the Second 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 Butler Gonzalez LLP, as escrow agagent (the "Escrow Agent"), pursuant ▇▇ ▇▇▇ (▇▇▇ "▇▇▇▇▇▇ 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 fees and expenses of Butler Gonzalez LLP of which FiFifteen Thousand Dollars ($15,000) shall be p▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇lars om the gross proceeds held in escrow of the Closing and the retainer of Schiff Harding LLP of _____________Dollars ($5,000_____) shall be paid directly from the ▇▇▇▇ ▇he gross proceeds of the First Closing and Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds of the Second Closing and the retainer of Kirkpatrick & Lockhart LLP of whic▇ ▇▇▇ ▇▇▇▇▇and ▇▇▇ ▇▇▇dred Fifty Dollars ($6,250) shall be paid from the gross proceeds of the First Closing, and Six Thousand Two Hundred Fifty Dollars ($6,250) shall be paid directly from the gross proceeds of the Second 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 Butler Gonzalez LLP, as escrow ag▇age▇▇ (▇▇▇ "▇▇▇▇▇▇ Agent"), pursuant to the terms of an escrow agreement between the Escrow Agreement among 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 (A) the fees and expenses of Butler Gonzalez LLP of which FiFifteen Tho▇▇▇▇▇ ▇▇▇▇▇▇▇ ($15,000), which shall be paid Five Thousand Dollars ($5,000) directly from the proceeds of the First Closing, Five Thousand Dollars ($5,000) directly from the proceeds of the Second Closing and Five Thousand Dollars ($5,000) upon the earlier to occur of (1) ninety (90) days from the date hereof or (2) directly from the first advance pursuant to that certain Standby Equity Distribution Agreement, dated the date hereof, by and between the Company and Cornell Capital Partners, LP (the "Standby Equity Distribution Agreement") and (B) the retainer of Kirkpatrick & Lockhart LLP of Twen▇▇-▇▇▇▇ ▇▇▇lars usa▇▇ ▇▇▇▇▇rs ($5,000) 25,000), which shall be paid for by the Company Fifteen Thousand Dollars ($15,000) directly from the gross proceeds of the First Closing and Five Ten Thousand Dollars ($5,00010,000) shall be paid directly from the gross proceeds of first advance under the Second Closing and the retainer of Kirkpatrick & Lockhart LLP of whic▇ ▇▇▇ ▇▇▇▇▇and ▇▇▇ ▇▇▇dred Fifty Dollars ($6,250) shall be paid from the gross proceeds of the First ClosingStandby Equity Distribution Agreement, and Six Thousand Two Hundred Fifty Dollars ($6,250) shall be paid directly from the gross proceeds of the Second 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 Butler Gonzalez LLP, as escrow ages▇▇▇▇ ▇▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇ 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 fees and expenses of Butler Gonzalez LLP of which Fi▇Te▇ ▇▇▇▇▇▇▇▇ ▇▇▇lars ▇▇rs ($5,00010,000) shall be paid directly from the gross proceeds of the First Closing and Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds of the Second Closing and the retainer of Kirkpatrick & Lockhart LLP of whic▇ ▇▇▇ ▇▇▇▇▇ ▇and ▇▇▇ ive ▇▇▇dred Fifty ▇▇▇▇d Dollars ($6,2505,000) shall be paid from the gross proceeds of the First Closing, and Six No Thousand Two Hundred Fifty Dollars ($6,2500) shall be paid directly from the gross proceeds of the Second 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 Butler Gonzalez LLP, as escrow ag▇▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇ PC, 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 fees and expenses $10,000 structuring fee referenced in Section 12.4 of Butler Gonzalez LLP the Standby Equity Distribution Agreement of even date herewith, of which Fi▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇lars ($5,000) 5,000 shall be deducted and paid directly from the gross proceeds held in escrow of the First Closing and the remaining balance of $5,000 shall be deducted and paid directly from the gross proceeds of the First Closing and Five Thousand Dollars first ($5,0001st) shall be paid directly from Advance (as such term is defined in the gross proceeds Standby Equity Distribution Agreement of the Second Closing and the retainer of Kirkpatrick & Lockhart LLP of whic▇ ▇▇▇ ▇▇▇▇▇and ▇▇▇ ▇▇▇dred Fifty Dollars ($6,250) shall be paid from the gross proceeds of the First Closingeven date herewith), and Six Thousand Two Hundred Fifty Dollars ($6,250) 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, the $15,000 structuring fee referenced in Section 4(h) hereof, of which $7,500 shall be deducted and paid directly from the gross proceeds held in escrow of the First Closing and the remaining balance of $7,500 shall be deducted and paid directly from the gross proceeds of the first (1st) Advance (as such term is defined in the Standby Equity Distribution Agreement of even date herewith), each by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and the 10% discount referenced in Section 4(g) hereof, which shall be deducted and paid directly from the gross proceeds held in escrow of the First 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 Butler Gonzalez LLP, as escrow ag▇▇▇ (▇▇▇ "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 fees and expenses of Butler Gonzalez LLP of which Fi▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇lars ($5,000) shall be paid directly from the gross proceeds LLP of the First Closing and Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds held in escrow of the Second First Closing and the retainer of Kirkpatrick & Lockhart LLP of whic▇ ▇▇▇ ▇▇▇▇▇and ▇▇▇▇▇▇ & ▇▇▇dred Fifty ▇▇▇▇▇ LLP of which Twelve Thousand Five Hundred Dollars ($6,25012,500) shall be paid directly from the gross proceeds of the First Closing, Closing and Six Twelve Thousand Two Five Hundred Fifty Dollars ($6,25012,500) shall be paid directly payable from the gross proceeds of the Second 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 Butler Gonzalez LLP, as escrow ag▇▇▇ (▇▇▇ "▇▇▇▇▇▇ 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 fees and expenses of Butler Gonzalez LLP of which FiTen Thou▇▇▇▇ ▇▇▇▇▇▇▇▇ ($10,000) directly from the gross proceeds held in escrow of the First Closing and the fees of Kirkpatrick & Lockhart LLP of _______________ Do▇▇▇lars ▇▇ ($5,000_______) shall be paid directly from the gross proceeds of the First Closing and Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds of the Second Closing and the retainer of Kirkpatrick & Lockhart LLP of whic▇ ▇▇▇ ▇▇▇▇▇and ▇▇▇ ▇▇▇dred Fifty Dollars ($6,250) shall be paid from the gross proceeds of the First Closing, and Six Thousand Two Hundred Fifty Dollars ($6,250) shall be paid directly from the gross proceeds of the Second 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 Butler Gonzalez LLP, as escrow agB▇▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇ 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 a structuring fee of $10,000 to the fees and expenses of Butler Gonzalez LLP of Buyer pursuant to Section 4(g) hereof, which Fi▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇lars ($5,000) shall be paid directly from the gross proceeds of the First Closing held in escrow, the ten percent (10%) discount to the Buyer pursuant to Section 4(g) hereof, and Five Thousand Dollars ($5,000) 15,000 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 the retainer of Kirkpatrick & Lockhart LLP of whic▇ ▇▇▇ ▇▇▇▇▇and ▇▇▇ ▇▇▇dred Fifty Dollars ($6,250) shall be paid from the gross proceeds of the First Closing, and Six Thousand Two Hundred Fifty Dollars ($6,250) shall be paid directly from the gross proceeds of the Second Closing all 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 LLP, as escrow agagent (the "Escrow Agent"), ▇▇▇ (▇▇▇ "▇▇▇▇▇▇ 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 Butler Gonzalez LLP of which Fi▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇lars Ten Thousand Dollars ($5,00010,000) shall to be paid directly from out of the gross proceeds of the First Closing and Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds of the Second Closing and the retainer of Kirkpatrick & Lockhart LLP of whicTwelve Thousand Five Hundred Doll▇▇▇ ($▇▇,▇▇0) to be ▇▇▇▇ out of the gross proceeds of the First Closing and Twelve Thousand Five Hundred Dollars ($12,500) shall be paid directly from the proceeds of the Second Closing to Kirkpatrick & Lockhart LLP by wire transfer of immediate▇▇ ▇▇▇▇▇and ▇▇le fu▇▇▇ ▇▇ ▇▇dred Fifty Dollars ($6,250) shall be paid from the gross proceeds of the First Closing, and Six Thousand Two Hundred Fifty Dollars ($6,250) shall be paid directly from the gross proceeds of the Second Closing by wire transfer of immediately available funds in accordance ccordance 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(sNot 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 agagent (the "Escrow Agent"), pursuant t▇ ▇▇▇ (▇▇▇ "▇▇▇▇▇▇ 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), ) at the Closings minus the fees and expenses of Butler Gonzalez LLP of which FiFifteen Thousand Dollars ($15,000), as outlined in ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇lars ($5,000) shall be paid directly from e of Credit Agreement dated the gross proceeds of the First Closing and Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds of the Second Closing date hereof, and the retainer of Kirkpatrick & Lockhart LLP of whic▇ ▇▇▇ ▇▇▇▇▇and ▇▇▇ ▇▇▇dred Fifty Dollars ($6,250) shall be paid from the gross proceeds of the First ClosingLLP, and Six Thousand Two Hundred Fifty Dollars ($6,250) shall be paid directly from the gross proceeds of the Second Closing by wire transfer of immediately available funds in accordance with ▇▇▇▇▇ ▇▇ ▇cco▇▇▇▇▇▇ ▇ith 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 LLP, as escrow ag▇▇▇ (▇▇▇ "▇▇▇▇▇▇ 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 fees and expenses of Butler Gonzalez LLP of which FiSeth Farbman, P.C. ($10,000) shal▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇lars ($5,000) shall be paid directly irectly from the gross proceeds of the First Closing and the balance of Twelve Thousand Five Thousand Hundred Dollars ($5,00012,500) shall be paid directly from the gross proceeds of the Second Closing and the retainer of Kirkpatrick & Lockhart LLP of whic▇ ▇▇▇ ▇▇▇▇ ▇hou▇and ▇▇▇ ▇▇▇dred Fifty ve Hundred Dollars ($6,25012,500) shall be paid from the gross proceeds of the First Closing, and Six Twelve Thousand Two Five Hundred Fifty Dollars ($6,25012,500) shall be paid directly from the gross proceeds of the Second 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 Butler Gonzalez LLP, as escrow ag▇▇▇ (▇▇▇ "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 fees and expenses of Butler Gonzalez LLP of which Fi▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP of Ten Thousand Dollars ($10,000) shall be paid directly from the gross proceeds held in escrow of the First Closing and the retainer of ▇▇▇lars ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP of which Twelve Thousand Five Hundred Dollars ($5,00012,500) shall be paid directly from the gross proceeds of the First Closing and Twelve Thousand Five Thousand Hundred Dollars ($5,000) shall be paid directly from the gross proceeds of the Second Closing and the retainer of Kirkpatrick & Lockhart LLP of whic▇ ▇▇▇ ▇▇▇▇▇and ▇▇▇ ▇▇▇dred Fifty Dollars ($6,250) shall be paid from the gross proceeds of the First Closing, and Six Thousand Two Hundred Fifty Dollars ($6,25012,500) shall be paid directly from the gross proceeds of the Second 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.