Common use of Escrow Holdback Clause in Contracts

Escrow Holdback. 4.1 Pursuant to the Securities Purchase Agreement, a minimum of $186,000 (if the Minimum Amount is raised) and a maximum of $240,000 (if the Maximum Amount is raised), or a pro rata portion in between such minimum and maximum amounts depending on the gross proceeds of the Offering (the “Holdback Amount”) of the Escrowed Funds, constituting an amount sufficient to satisfy the payment to the Investors of one quarterly interest payment due on the aggregate principal amount of all Notes issued in the Offering, shall be retained by the Escrow Agent. Notwithstanding anything to the contrary contained herein, upon written notification by the Placement Agent to the Escrow Agent that an Event of Default (as defined in the Note) under Section 6(a) of the Notes has been declared by the Placement Agent with respect to a failure by the Company to make a quarterly interest payment in accordance with the Notes (the “Interest Payment Notice”), the Escrow Agent shall disburse such portion of the Holdback Amount to the Investors and in the amounts as set forth in the Interest Payment Notice. 4.2 Until such time as 75% of the aggregate Conversion Shares have been issued upon conversion of the Notes, within thirty (30) days following the disbursement of the Holdback Amount in accordance with Section 4.1 hereof, the Company shall deposit an additional amount equal to the Holdback Amount with the Escrow Agent to be retained and disbursed in accordance with Section 4.1 hereof. 4.3 It is acknowledged and agreed that the Placement Agent may only deliver an Interest Payment Notice following complete fulfillment by the Placement Agent of all procedures, and the lapse of applicable cure periods, set forth in the Note relating to the declaration of an Event of Default under Section 6(a) of the Notes with respect to a failure by the Company to make a quarterly interest payment in accordance with the Notes. 4.4 At such time as 75% of the Conversion Shares have been issued upon conversion of the Notes (provided that the Company is not then in material breach of any of the Transaction Documents (as defined in the Securities Purchase Agreement)), the Placement Agent shall provide a joint written instruction to the Escrow Agent directing that all remaining funds of the Holdback Amount shall promptly be disbursed to the Company.

Escrow Holdback. 4.1 Pursuant to the Securities Purchase Agreement, a minimum of $186,000 (if the Minimum Amount is raised) and a maximum of $240,000 (if the Maximum Amount is raised), or a pro rata portion in between such minimum and maximum amounts depending on the gross proceeds terms of the Offering (the “Holdback Amount”) of the Escrowed FundsNotes, constituting at each Closing an amount sufficient to satisfy the payment to the Investors of one quarterly interest semiannual payment of Interest (as defined in the Notes) due on the aggregate principal amount of all Notes issued in at such Closing, which includes accrued Interest due on the Offeringprincipal amount of such Notes from the date of issuance through March 31, 2011, shall be retained by the Escrow AgentAgent (all such amounts, collectively the “Holdback Amount”). Notwithstanding anything to the contrary contained herein, upon written notification by the Placement Agent to the Escrow Agent that an Event of Default (as defined in the NoteNotes) under Section 6(a) of the Notes has been declared by the Placement Agent with respect to a failure by the Company to make a quarterly semiannual interest payment in accordance with the Notes (the “Interest Payment Notice”), the Escrow Agent shall disburse such portion of the Holdback Amount to the Investors and in the amounts as set forth in the such Interest Payment Notice. 4.2 Until such time as 75% of the aggregate Conversion Shares have been issued upon conversion of the Notes, within Within thirty (30) days following the disbursement of the Holdback Amount in accordance with Section 4.1 hereof, the Company shall deposit an additional amount equal to the Holdback Amount with the Escrow Agent to be retained and disbursed in accordance with Section 4.1 hereof. 4.3 It is acknowledged and agreed that the Placement Agent may only deliver an Interest Payment Notice only following complete fulfillment by the Placement Agent of all procedures, and the lapse of applicable cure periods, set forth in the Note Notes relating to the declaration of an Event of Default under Section 6(a) of the Notes with respect to a failure by the Company to make a quarterly interest payment in accordance with the terms of the Notes. 4.4 At such On the Maturity Date (as defined in the Notes), or at any time as prior to the Maturity Date when 75% of the Conversion Shares all Notes have been issued upon conversion of the Notes (provided that converted, if the Company is not then in material breach of any of the Transaction Documents (as defined in the Securities Purchase Agreement))Documents, the Placement Agent shall provide a joint written instruction to the Escrow Agent directing that all remaining funds of the Holdback Amount Amount, if any, shall promptly be disbursed to the Company promptly in accordance with this Closing Escrow Agreement, and the Company’s obligation to maintain funds in escrow under this Article 4 shall cease.

Escrow Holdback. 4.1 Pursuant to the Securities Purchase Agreement, a minimum of $186,000 (if the Minimum Amount is raised) and a maximum of $240,000 (if the Maximum Amount is raised), or a pro rata portion in between such minimum and maximum amounts depending on the gross proceeds terms of the Offering (Notes, at the “Closing the Holdback Amount”) of the Escrowed Funds, constituting an amount sufficient to satisfy the payment to the Investors of one quarterly interest payment due Amount on the aggregate principal amount of all Notes issued in the Offeringat such Closing, shall be retained by the Escrow AgentAgent in the Escrow Account. Notwithstanding anything to the contrary contained herein, upon written notification by one or both of the Placement Agent Agents to the Escrow Agent that an Event of Default (as defined in the NoteNotes) under Section 6(a) of the Notes has been declared by the Placement Agent Agents with respect to a failure by the Company to make a complete quarterly interest payment in accordance with the Notes (the “Interest Payment Notice”), the Escrow Agent shall disburse such portion of the Holdback Amount to the Investors and in the amounts as set forth in the such Interest Payment Notice. The Interest Payment Notice shall set forth the amount of the interest payment deficiency and the amount payable to each Investor. 4.2 Until such time as 75% of the aggregate Conversion Shares have been issued upon conversion of the Notes, within thirty Within fourteen (3014) days following the disbursement of the Holdback Amount in accordance with Section 4.1 hereof, the Company shall deposit an additional amount equal to the Holdback Amount with the Escrow Agent to be retained and disbursed in accordance with Section 4.1 hereof. 4.3 It is acknowledged and agreed that the Placement Agent Agents may only deliver an Interest Payment Notice only following complete fulfillment by the Placement Agent Agents of all procedures, and the lapse of applicable cure periods, set forth in the Note Notes relating to the declaration of an Event of Default under Section 6(a7(a) of the Notes with respect to a failure by the Company to make a quarterly interest payment in accordance with the terms of the Notes. 4.4 At such On the Maturity Date (as defined in the Notes), at any time as prior to the Maturity Date when 75% of the Conversion Shares all Notes have been issued converted or upon conversion the redemption by the Company of the Notes (provided that all outstanding Notes, if the Company is not then in material breach of any of the Transaction Documents (as defined in the Securities Purchase Agreement))Documents, the Placement Agent shall provide a joint written instruction to the Escrow Agent directing that all remaining funds of the Holdback Amount Amount, if any, shall promptly be disbursed to the Company promptly, and the Company’s obligation to maintain the Holdback Amount in escrow under this Article 4 shall cease.