Common use of Escrow Arrangements; Form of Payment Clause in Contracts

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending Closing, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Yorkville Advisors Management, LLC (the "CONSULTANT"), shall be deposited in a non-interest bearing escrow account with First Union National Bank, as escrow agent ("ESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Consultant 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 Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures to be issued and sold to such Buyer(s) at the Closing minus the fees and expenses of the Consultant, 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 Closingthe Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Yorkville Advisors Management, LLC (the "CONSULTANT"), hereto shall be deposited in a non-interest bearing escrow account with First Union National Bank▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq., as escrow agent ("ESCROW AGENT"the “Escrow Agent”), pursuant to the terms of an escrow agreement between the Company, the Consultant Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the "ESCROW AGREEMENT"“Escrow Agreement”). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DateDates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures to be issued and sold to such Buyer(s) at the Closing ), minus the unpaid structuring fees and expenses of Yorkville Advisors Management, LLC of Twenty Thousand Dollars ($20,000), which shall be paid directly from the Consultant, by wire transfer gross proceeds held in escrow of immediately available funds in accordance with the Company's written wire instructions, First 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 Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closing, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Yorkville Advisors Management, LLC (the "CONSULTANT"), hereto shall be deposited in a non-interest bearing escrow account with First Union National Bank▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq., as escrow agent ("ESCROW AGENT"the “Escrow Agent”), pursuant to the terms of an escrow agreement between the Company, the Consultant Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the "ESCROW AGREEMENT"“Escrow Agreement”). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures to be issued and sold to such Buyer(s) at the Closing ), minus the unpaid structuring fees and expenses of Yorkville Advisors Management, LLC of Fifteen Thousand Dollars ($15,000) and the Consultantdue diligence fee of Five Thousand Dollars ($5,000), by wire transfer which shall be paid directly from the gross proceeds held in escrow of immediately available funds in accordance with the Company's written wire instructions, 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 Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closing, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Yorkville Advisors Management, LLC (the "CONSULTANT"), hereto shall be deposited in a non-interest bearing escrow account with First Union National Bank▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq., as escrow agent ("ESCROW AGENT"the “Escrow Agent”), pursuant to the terms of an escrow agreement between the Company, the Consultant Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the "ESCROW AGREEMENT"“Escrow Agreement”). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures to be issued and sold to such Buyer(s) at the Closing ), minus the unpaid structuring fees and expenses of Yorkville Advisors Management, LLC of Ten Thousand Dollars ($10,000) and the Consultant7.5% discount referenced in Section 4 herein, by wire transfer both of immediately available funds which shall be paid directly from the gross proceeds held in accordance with escrow of the Company's written wire instructions, 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 Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closing, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Yorkville Advisors Management, LLC (the "CONSULTANT"), hereto shall be deposited in a non-interest bearing escrow account with First Union National Bank▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq., as escrow agent (the "ESCROW AGENTEscrow Agent"), pursuant to the terms of an escrow agreement between the Company, the Consultant Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the "ESCROW AGREEMENTEscrow Agreement"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures to be issued and sold to such Buyer(s) at the Closing ), minus the fees and expenses of Yorkville Advisors, LLC of Ten Thousand Dollars ($10,000) referenced in Section 4 hereof and the Consultant8% Commitment Fee referenced in that certain Joint Disbursement Instructions dated the date hereof, thus resulting in total net proceeds to the Company of One Million Three Hundred Ninety Thousand Dollars ($1,370,000), which shall be paid and deducted directly from the gross proceeds held in escrow of the 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 Closingthe Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Yorkville Advisors Management, LLC (the "CONSULTANT"), hereto shall be deposited in a non-interest bearing escrow account with First Union National Bank▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq., as escrow agent ("ESCROW AGENT"the “Escrow Agent”), pursuant to the terms of an escrow agreement between the Company, the Consultant Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the "ESCROW AGREEMENT"“Escrow Agreement”). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DateDates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures to be issued and sold to such Buyer(s) at the Closing ), minus the unpaid structuring fees and expenses of Yorkville Advisors Management, LLC of Ten Thousand Dollars ($10,000) and the Consultantdue diligence fee of Two Thousand Five Hundred Dollars ($2,500), by wire transfer which shall be paid directly from the gross proceeds held in escrow of immediately available funds in accordance with the Company's written wire instructions, First 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 Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closing, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Yorkville Advisors Management, LLC (the "CONSULTANT"), hereto shall be deposited in a non-interest bearing escrow account with First Union National BankDavid Gonzalez, Esq., as escrow agent (the "ESCROW AGENTEscrow Agent"), pursuant to the terms ▇▇ ▇▇▇ ▇▇▇▇▇ of an escrow agreement between the Company, the Consultant Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the "ESCROW AGREEMENTEscrow Agreement"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures to be issued and sold to such Buyer(s) at the Closing ), minus the unpaid structuring fees and expenses of Yorkville Advisors Management, LLC of Fifteen Thousand Dollars ($15,000) and the Consultantcommitment fee of Five Hundred Thousand Dollars ($500,000), by wire transfer which shall be paid directly from the gross proceeds held in escrow of immediately available funds in accordance with the Company's written wire instructions, 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 Closingthe Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Yorkville Advisors Management, LLC (the "CONSULTANT"), hereto shall be deposited in a non-interest bearing escrow account with First Union National Bank▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq., as escrow agent ("ESCROW AGENT"the “Escrow Agent”), pursuant to the terms of an escrow agreement between the Company, the Consultant Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the "ESCROW AGREEMENT"“Escrow Agreement”). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DateDates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures to be issued and sold to such Buyer(s) at the Closing ), minus the unpaid structuring fees and expenses of Yorkville Advisors Management, LLC of Ten Thousand Dollars ($10,000) which shall be paid directly from the Consultantgross proceeds held in escrow of the First Closing, by wire transfer the unpaid due diligence fee of immediately available funds in accordance with $3,000 which shall be paid directly out of the Company's written wire instructionsGross Proceeds of the Second 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 Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending Closingthe Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Yorkville Advisors Management, LLC (the "CONSULTANT"), hereto shall be deposited in a non-interest bearing escrow account with First Union National Bank▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq., as escrow agent (the "ESCROW AGENTEscrow Agent"), pursuant to the terms of an escrow agreement between the Company, the Consultant Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the "ESCROW AGREEMENTEscrow Agreement"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DateDates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures to be issued and sold to such Buyer(s) at the Closing ), minus the unpaid structuring fees and expenses of the ConsultantYorkville Advisors Management, by wire transfer LLC of immediately available funds Ten Thousand Dollars ($10,000) in accordance with Section 4(g)(ii) hereof which shall be paid directly from the Company's written wire instructions, gross proceeds held in escrow of the First 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 Closing, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Yorkville Advisors Management, LLC (the "CONSULTANT"), hereto shall be deposited in a non-interest bearing escrow account with First Union National Bank▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq., as escrow agent (the "ESCROW AGENTEscrow Agent"), pursuant to the terms of an escrow agreement between the Company, the Consultant Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the "ESCROW AGREEMENTEscrow Agreement"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures to be issued and sold to such Buyer(s) at the Closing ), minus the fees and expenses of Yorkville Advisors, LLC of Fifteen Thousand Dollars ($15,000) referenced in Section 4 hereof and the Consultant8% Commitment Fee referenced in that certain Joint Disbursement Instructions dated the date hereof, thus resulting in total net proceeds to the Company of One Million Three Hundred Sixty Five Thousand Dollars ($1,365,000), which shall be paid and deducted directly from the gross proceeds held in escrow of the 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) the Buyer and pending the Closing, the aggregate proceeds of the sale of the Convertible Debentures Debenture to Buyer(s) the Buyer pursuant hereto, plus the fees and expenses of the Yorkville Advisors Management, LLC (the "CONSULTANT"), hereto shall be deposited in a non-interest bearing escrow account with First Union National Bank▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq., as escrow agent (the "ESCROW AGENTEscrow Agent"), pursuant to the terms of an escrow agreement between the Company, the Consultant Buyer and the Escrow Agent in the form attached hereto as Exhibit B (the "ESCROW AGREEMENTEscrow Agreement"). Subject to the satisfaction of the terms and conditions of this Agreement, and in accordance with the Escrow Agreement, on the Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures Debenture to be issued and sold to such Buyer(s) at the Closing Buyer, minus the unpaid structuring fees and expenses of Yorkville Advisors Management, LLC of Ten Thousand Dollars ($10,000) which shall be paid directly from the Consultant, by wire transfer gross proceeds held in escrow of immediately available funds in accordance with the Company's written wire instructionsClosing, and (ii) the Company shall deliver to each the Buyer, a Convertible Debentures Debenture which such Buyer(s) the Buyer is purchasing in amounts the amount indicated opposite such the 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 Closing, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Yorkville Advisors Management, LLC (the "CONSULTANT"), hereto shall be deposited in a non-interest bearing escrow account with First Union National Bank▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq., as escrow agent (the "ESCROW AGENTEscrow Agent"), pursuant to the terms of an escrow agreement between the Company, the Consultant Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the "ESCROW AGREEMENTEscrow Agreement"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures to be issued and sold to such Buyer(s) at the Closing ), minus the structuring fees and expenses of Yorkville Advisors Management, LLC of Ten Thousand Dollars ($10,000) and the Consultant10% discount of the gross proceeds of the Closing, by wire transfer both of immediately available funds which shall be paid directly from the gross proceeds held in accordance with escrow of the Company's written wire instructions, 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 Closingthe Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Yorkville Advisors Management, LLC (the "CONSULTANT"), hereto shall be deposited in a non-interest bearing escrow account with First Union National BankDavid Gonzalez, Esq., as escrow agent (the "ESCROW AGENTEscrow Agent"), pursuant to the terms ▇▇ ▇▇▇ ▇▇▇▇▇ of an escrow agreement between the Company, the Consultant Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the "ESCROW AGREEMENTEscrow Agreement"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DateDates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures to be issued and sold to such Buyer(s) at the Closing ), minus the unpaid structuring fees and expenses of Yorkville Advisors Management, LLC of Ten Thousand Dollars ($10,000) and the Consultantdue diligence fee of Five Thousand Dollars ($5,000), by wire transfer which shall be paid directly from the gross proceeds held in escrow of immediately available funds in accordance with the Company's written wire instructions, First 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 Closingthe Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Yorkville Advisors Management, LLC (the "CONSULTANT"), hereto shall be deposited in a non-interest bearing escrow account with First Union National BankD▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq., as escrow agent (the "ESCROW AGENTEscrow Agent"), pursuant to the terms of an escrow agreement between the Company, the Consultant Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the "ESCROW AGREEMENTEscrow Agreement"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DateDates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures to be issued and sold to such Buyer(s) at the Closing ), minus the unpaid structuring fees and expenses of Yorkville Advisors Management, LLC of Ten Thousand Dollars ($10,000) which shall be paid directly from the Consultant, by wire transfer gross proceeds held in escrow of immediately available funds in accordance with the Company's written wire instructions, First 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 Closingthe Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Yorkville Advisors Management, LLC (the "CONSULTANT"), hereto shall be deposited in a non-interest bearing escrow account with First Union National Bank▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq., as escrow agent ("ESCROW AGENT"the “Escrow Agent”), pursuant to the terms of an escrow agreement between the Company, the Consultant Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the "ESCROW AGREEMENT"“Escrow Agreement”). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DateDates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures to be issued and sold to such Buyer(s) at the Closing minus the fees and expenses of the Consultant, 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 ’s name on Schedule I, duly executed on behalf of the Company.. The Company shall pay the unpaid structuring fees and expenses of Yorkville Advisors Management, LLC of Ten Thousand Dollars ($10,000) directly from the gross proceeds held in escrow of the First Closing

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending Closingthe Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Yorkville Advisors Management, LLC (the "CONSULTANT"), hereto shall be deposited in a non-interest bearing escrow account with First Union National Bank▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, as escrow agent (the "ESCROW AGENTEscrow Agent"), pursuant to the terms of an escrow agreement between the Company, the Consultant Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the "ESCROW AGREEMENTEscrow Agreement"). Subject to the satisfaction of the terms and conditions of this Agreement, on the first business day following the Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures to be issued and sold to such Buyer(s) at the Closing ), minus the fees and expenses of ▇▇▇▇▇▇ and Jaclin, LLP of Ten Thousand Dollars ($10,000) which shall be paid directly from the Consultant, by wire transfer gross proceeds held in escrow of immediately available the Closing 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 Closingthe Closings, the aggregate proceeds of the sale of the Convertible Debentures Debenture to Buyer(s) pursuant hereto, plus the fees and expenses of the Yorkville Advisors Management, LLC (the "CONSULTANT"), hereto shall be deposited in a non-interest bearing escrow account with First Union National BankDavid Gonzalez, Esq., as escrow agent (the "ESCROW AGENTEscrow Agent"), pursuant to the pu▇▇▇▇▇▇ ▇▇ ▇▇▇ terms of an escrow agreement between the Company, the Consultant Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the "ESCROW AGREEMENTEscrow Agreement"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures Debenture to be issued and sold to such Buyer(s) at the Closing ), minus the unpaid structuring fees and expenses of Yorkville Advisors Management, LLC of Ten Thousand Dollars ($10,000) which shall be paid directly from the Consultant, by wire transfer gross proceeds held in escrow of immediately available funds in accordance with the Company's written wire instructions, Closing and (ii) the Company shall deliver to each Buyer, a Convertible Debentures Debenture 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 Closingthe Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Yorkville Advisors Management, LLC (the "CONSULTANT"), hereto shall be deposited in a non-interest bearing escrow account with First Union National BankDavid Gonzalez, Esq., as escrow agent ag▇▇▇ (▇▇▇ "ESCROW AGENT▇▇▇▇ow Agent"), pursuant to the terms of an escrow agreement between the Company, the Consultant Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the "ESCROW AGREEMENTEscrow Agreement"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DateDates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures to be issued and sold to such Buyer(s) at the Closing ), minus the fees and expenses of Yorkville Advisors Management, LLC of Ten Thousand Dollars ($10,000) referenced in Section 4 herein, which shall be paid directly from the Consultant, gross proceeds held in escrow of the First Closing and the retainer of Kirkpatrick & Lockhart LLP of Twe▇▇▇ ▇▇▇▇ ▇hous▇▇▇ ▇▇▇lars ($25,00) of which Twelve Thousand Five Hundred Dollars ($12,500) shall be paid directly from the gross proceeds of the First Closing and Twelve Thousand Five Hundred Dollars ($12,500) 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 Closing, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto, plus the fees and expenses of the Yorkville Advisors Management, LLC (the "CONSULTANT"), hereto shall be deposited in a non-interest bearing escrow account with First Union National BankDavid Gonzalez, Esq., as escrow agent (the "ESCROW AGENTEscrow Agent"), pursuant to the terms of ▇▇ ▇▇▇ ▇▇▇▇▇ ▇f an escrow agreement between the Company, the Consultant Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the "ESCROW AGREEMENTEscrow Agreement"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Convertible Debentures to be issued and sold to such Buyer(s) at the Closing ), minus the fees and expenses of Yorkville Advisors Management, LLC of Ten Thousand Dollars ($10,000) referenced in Section 4 herein, which shall be paid directly from the Consultant, gross proceeds held in escrow of the 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.