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 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, P.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 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 as set forth herein which shall be paid directly from the gross proceeds held in escrow at each Closing by wire transfer of immediately available funds 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 Yorkville Advisors Management, LLC (the "Consultant"), shall be deposited in a non-interest bearing escrow account with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, P.A.First Union National Bank, as escrow agent (the “"Escrow Agent”"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) 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 DatesDate, (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 as set forth herein which shall be paid directly from of the gross proceeds held in escrow at each Closing 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.

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 Placement Agent, shall be deposited in a non-interest bearing escrow account with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, P.A.First Union National Bank, as escrow agent (the “"Escrow Agent”"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) Placement Agent 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 gross proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from of the gross proceeds held in escrow at each Closing Placement Agent, 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.

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 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇Wachovia Bank, P.A.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 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 the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow at each Closing of, Butler Gonzalez, by wire transfer of immediately tr▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇iately 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.

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 ▇D▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, P.A.Esq., as escrow agent (the “Escrow Agent”), pursuant to the terms of an and 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 as set forth herein pursuant to Section 4(g) hereof, which shall be paid directly from the gross proceeds of the Closing held in escrow at each 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 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇David Gonzalez, P.A.Esq., as escrow agent (the “"Escrow Agent”"), pursuant to the terms pursua▇▇ ▇▇ ▇▇▇ ▇▇▇▇s 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 unpaid structuring fees and expenses as set forth herein of Yorkville Advisors Management, LLC of Ten Thousand Dollars ($10,000), which shall be paid directly from the gross proceeds held in escrow at each of the Closing by wire transfer of immediately available funds 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 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇David Gonzalez, P.A.Esq., 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 as set forth herein due diligence fee of Two Thousand Five Hundred Dollars ($2,500) which shall be paid directly from the gross proceeds held in escrow at each of the First Closing by wire transfer of immediately available funds 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 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 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, P.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 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 as set forth herein which shall be paid directly from the gross proceeds held in escrow at each Closing by wire transfer of immediately available funds 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 Secured Convertible Debentures to Buyer(s) pursuant hereto Debentures, shall be deposited in a non-interest bearing escrow account with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇Wachovia Bank, P.A.N.A., as escrow agent (the “Escrow Agent”"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”). EXHIBIT D. 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 Secured Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held costs of Kirkpatrick & Lockhart LLP in escrow at each Closing t▇▇ ▇▇▇▇▇▇ of $▇▇,▇▇▇, 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, Secured 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 ClosingsClosing, the aggregate proceeds of the sale of the Convertible Debentures Series B Preferred Shares to Buyer(s) pursuant hereto hereto, plus the fees and expenses of the Placement Agent, shall be deposited in a non-interest bearing escrow account with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, P.A.First Union National Bank, as escrow agent (the “"Escrow Agent”"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) Placement Agent and the Escrow Agent in the form attached hereto as Exhibit B C (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 gross proceeds for the Convertible Debentures Series B Preferred Shares to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from of the gross proceeds held in escrow at each Closing Placement Agent, 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 Series B Preferred Shares 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 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 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇Wachovia Bank, P.A.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 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 the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow at each Closing of, Butler Gonzalez, by wire transfer of immediately available funds in ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 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.

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-non interest bearing escrow account with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, P.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 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 as set forth herein which shall be paid directly from the gross proceeds held in escrow at each the Closing by wire transfer of immediately available funds 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 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, P.A.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 A (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 as set forth herein which shall be paid directly from the gross proceeds held in escrow at each Closing by wire transfer of immediately available funds ) 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 an escrow account with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇James G. Dodrill II, P.A., as escrow agent (the “"Escrow Agent”"), pursuant to the terms of purs▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇f 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 as set forth herein which shall be paid directly from the gross proceeds held in escrow at each the Closing by wire transfer of immediately available funds 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 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 escrowaccount with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, P.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 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 as set forth herein which shall be paid directly from the gross proceeds held in escrow at each Closing by wire transfer of immediately available funds 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 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, P.A.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 as set forth herein of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP of Ten Thousand Dollars ($10,000) which shall be paid directly from the gross proceeds held in escrow at each 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 '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 agent (the "ESCROW AGENT"), pursuant ▇▇ ▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, P.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”"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 the fees and expenses as set forth herein which shall be paid directly from additional retainer of Kirkpatrick & Lockhart LLP in the gross proceeds held amount of Five Thousand Dollars ($▇,▇▇▇) ▇▇ ▇ire ▇▇▇▇▇▇▇r in escrow at each Closing by accordance with the Company's written wire transfer of immediately available funds 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.