Common use of CFO Holdback Escrow Clause in Contracts

CFO Holdback Escrow. Pursuant to Section 4.14(b) of the Securities Purchase Agreement, the Company has undertaken that no later than ninety (90) days following the Closing Date, the Company will hire a full-time chief financial officer who has experience as the chief financial officer of a United States public reporting company and who is (i) a certified public accountant, (ii) fluent in English, and (iii) an expert in (x) GAAP and (y) auditing procedures and compliance for United States public companies (such a chief financial officer being referred to as a “Qualified CFO”). The Company shall enter into an employment agreement with the Qualified CFO for a term of no less than two years. Should the Qualified CFO be dismissed at any time prior to the later to occur of the second anniversary of (x) his or her employment agreement or (y) the Closing Date, then the Company shall replace the Qualified CFO with a chief financial officer who fits the criteria set forth herein as soon as practicable. By 9:00 a.m. (New York time) on the second Trading Day following the hiring of such Qualified CFO, the Company will file a Current Report on Form 8-K disclosing the information required by Item 5.02 of Form 8-K. Accordingly, $1,500,000 (the “CFO Holdback Escrow Amount”) of the Escrowed Funds is to be held in the Escrow Account subject to the satisfaction of the Company’s obligations under this Section 3.2 and Section 4.14(b) of the Securities Purchase Agreement and subject to the provisions of Section 4.14(d) of the Securities Purchase Agreement and Section 3.4 of this Agreement with respect to payment of partial liquidated damages to Investors from such amount. Upon the Company’s satisfaction of the aforesaid obligations in this Section 3.2 and Section 4.14(b) of the Securities Purchase Agreement, the Company and a Majority in Interest of the Investors shall execute and deliver written instructions (such written instructions shall not be unreasonably withheld, conditioned, or delayed by the Investors) with reference to this Section 3.2 to release the CFO Holdback Escrow Amount to the Company (“Instructions to Release CFO Holdback”). Within one (1) Business Day following its receipt of Instructions to Release CFO Holdback (with wire instructions attached) jointly executed by the Company and a Majority in Interest of the Investors, the Escrow Agent shall distribute the CFO Holdback Escrow Amount, less any portion thereof previously required to be distributed to Investors as partial liquidated damages in accordance with Section 3.4 of this Agreement, in accordance with such written instructions. For the avoidance of doubt, the CFO Holdback Escrow Amount shall be released from the Escrow Account (after deducting any liquidated damages payable to the Investors pursuant to Section 3.4 hereof) upon the appointment of a Qualified CFO in accordance with Section 3.2 of this Agreement notwithstanding whether a Qualified CFO is appointed within ninety (90) days following the Closing Date.

CFO Holdback Escrow. Pursuant to Section 4.14(b4.12(b) of the Securities Purchase Agreement, the Company has undertaken that no later than ninety six (906) days months following the Closing Date, the Company will hire a full-time chief financial officer who has experience as the chief financial officer of a United States public reporting company and who is (i) a certified public accountant, (ii) fluent in English, and (iii) an expert in (x) GAAP and (y) auditing procedures and compliance for United States public companies (such a chief financial officer being referred to as a “Qualified CFO”). The Company shall enter into an employment agreement with the , which Qualified CFO for a term shall be acceptable to Xxxx. Xxxx hereby agrees that the Company has complied with this covenant as of no less than two yearsthe Closing Date by virtue of its hiring of Xxxx Xxxx as the Company’s Chief Financial Officer. Should the Qualified CFO be dismissed at any time prior to while the later to occur of the second anniversary of (x) his or her employment agreement or (y) the Closing DateNotes are outstanding, then the Company shall replace the Qualified CFO with a chief financial officer who fits the criteria set forth herein as soon as practicable. By 9:00 a.m. (New York time) on the second Trading Day following the hiring of such Qualified CFO, the Company will file a Current Report on Form 8-K disclosing the information required by Item 5.02 of Form 8-K. Accordingly, $1,500,000 2,000,000 (the “CFO Holdback Escrow Amount”) of the Escrowed Funds is to be held in the Escrow Account subject to the satisfaction of the Company’s obligations under this Section 3.2 and Section 4.14(b4.12(b) of the Securities Purchase Agreement and subject to the provisions of Section 4.14(d) of the Securities Purchase Agreement and Section 3.4 of this Agreement with respect to payment of partial liquidated damages to Investors from such amountAgreement. Upon the Company’s satisfaction of the aforesaid obligations in this Section 3.2 and Section 4.14(b4.12(b) of the Securities Purchase Agreement, the Company and a Majority in Interest of the Investors shall execute and deliver written instructions (such written instructions shall not be unreasonably withheld, conditioned, or delayed by the Investors) with reference to this Section 3.2 to release the CFO Holdback Escrow Amount to the Company (“Instructions to Release CFO Holdback”). Within one (1) Business Day following its receipt of Instructions to Release CFO Holdback (with wire instructions attached) jointly executed by the Company and a Majority in Interest of the Investors, the Escrow Agent shall distribute the CFO Holdback Escrow AmountAmount to the Company. In the event that the Escrow Agent does not receive Instructions to Release CFO Holdback on or prior to six (6) months after the Closing Date, less any portion thereof previously required to be distributed to Investors as partial liquidated damages then upon receipt of written instructions from a Majority in accordance with Section 3.4 Interest of this Agreementthe Investors, in accordance with such written instructions. For the avoidance of doubt, Escrow Agent shall release the CFO Holdback Escrow Amount shall be released from to the Escrow Account (after deducting any liquidated damages payable to Investors, pro rata, based upon the Investment Amounts paid by the Investors pursuant to Section 3.4 hereof) upon the appointment of a Qualified CFO in accordance with Section 3.2 of this Agreement notwithstanding whether a Qualified CFO is appointed within ninety (90) days following the Closing DateSecurities Purchase Agreement.

CFO Holdback Escrow. Pursuant to Section 4.14(b) of the Securities Purchase Agreement, the Company has undertaken that no later than ninety (90) 180 days following the Closing Date, the Company will hire a full-full time chief financial officer who has experience as the chief financial officer of a United States public reporting company and who is (i) a certified public accountant, (ii) fluent in English, English and (iii) an expert in (xi) GAAP United States generally accepted accounting principles and (yii) auditing procedures and compliance for United States public companies (such a chief financial officer being referred to as a “Qualified CFO”). The Company shall enter into an employment agreement with the Qualified CFO for a term of no less than two years; provided, however, that such employment agreement may contain provisions allowing the Company to terminate the CFO for reasonable cause at the Company’s discretion at any time and without penalty or the obligation to make severance payments, even prior to the expiration of the two year term set forth in this sentence. Should the Qualified CFO be dismissed pursuant to the preceding sentence at any time prior to the later to occur of the second anniversary of (x) his or her employment agreement or (y) two years from the Closing Date, then the Company shall replace the Qualified CFO with a chief financial officer who fits the criteria set forth herein as soon as practicable. By 9:00 a.m. (New York time) on the second Trading Day following the hiring of such Qualified CFO, the Company will file a Current Report on Form 8-K disclosing the information required by Item 5.02 of Form 8-K. AccordinglyTo secure the hiring of a Qualified CFO, the Company has agreed that $1,500,000 250,000 (the “CFO Holdback Escrow Amount”) of the Escrowed Funds is to be held in the Escrow Account subject to unless and until the satisfaction appointment of the Company’s obligations under this Section 3.2 and Section 4.14(b) of the Securities Purchase Agreement and subject to the provisions of Section 4.14(d) of the Securities Purchase Agreement and Section 3.4 of this Agreement with respect to payment of partial liquidated damages to Investors from such amounta Qualified CFO. Upon the Company’s satisfaction appointment of the aforesaid obligations in this Section 3.2 and Section 4.14(b) of the Securities Purchase Agreementa Qualified CFO, the Company and a Majority in Interest of the Investors shall execute and deliver written instructions (such written instructions shall not be unreasonably withheld, conditioned, or delayed withheld by the Investors) with reference to this Section 3.2 to release the CFO Holdback Escrow Amount to the Company (“Instructions to Release CFO Holdback”). Within one (1) Business Day following its receipt of Instructions to Release CFO Holdback (with wire instructions attached) jointly executed by the Company and a Majority in Interest of the Investors, the Escrow Agent shall distribute the CFO Holdback Escrow Amount, less any portion thereof previously required to be distributed to Investors as partial liquidated damages in accordance with Section 3.4 of this Agreement, Amount in accordance with such written instructions. For the avoidance of doubt, the CFO Holdback Escrow Amount shall be released from the Escrow Account (after deducting any liquidated damages payable to the Investors pursuant to Section 3.4 hereof) upon the appointment of a Qualified CFO in accordance with Section 3.2 of this Agreement notwithstanding whether a Qualified CFO is appointed within ninety (90) 180 days following the Closing Date.

CFO Holdback Escrow. Pursuant to Section 4.14(b) of the Securities Purchase Agreement, the Company has undertaken that no later than ninety (90) 180 days following the Closing Date, the Company will hire a full-time chief financial officer who has experience as the chief financial officer of a United States public reporting company and who is (i) a certified public accountant, (ii) fluent in English, and (iii) an expert in familiar with (x) GAAP and (y) auditing procedures and compliance for United States public companies (such a chief financial officer being referred to as a “Qualified CFO”). The Company shall enter into an employment agreement with the Qualified CFO for a term of no less than two years. Should the Qualified CFO be dismissed at any time prior to the later to occur of the second anniversary of (x) his or her employment agreement or (y) the Closing Date, then the Company shall replace the Qualified CFO with a chief financial officer who fits the criteria set forth herein as soon as practicable. By 9:00 a.m. (New York time) on the second Trading Day following the hiring of such Qualified CFO, the Company will file a Current Report on Form 8-K disclosing the information required by Item 5.02 of Form 8-K. Accordingly, $1,500,000 750,000 (the “CFO Holdback Escrow Amount”) of the Escrowed Funds is to be held in the Escrow Account subject to the satisfaction of the Company’s obligations under this Section 3.2 and Section 4.14(b) of the Securities Purchase Agreement and subject to the provisions of Section 4.14(d) of the Securities Purchase Agreement and Section 3.4 of this Agreement with respect to payment of partial liquidated damages to Investors from such amount. Upon the Company’s satisfaction of the aforesaid obligations in this Section 3.2 and Section 4.14(b) of the Securities Purchase Agreement, the Company and a Majority in Interest of the Investors shall execute and deliver written instructions (such written instructions shall not be unreasonably withheld, conditioned, or delayed by the Investors) with reference to this Section 3.2 to release the CFO Holdback Escrow Amount to the Company (“Instructions to Release CFO Holdback”). Within one (1) Business Day following its receipt of Instructions to Release CFO Holdback (with wire instructions attached) jointly executed by the Company and a Majority in Interest of the Investors, the Escrow Agent shall distribute the CFO Holdback Escrow Amount, less any portion thereof previously required to be distributed to Investors as partial liquidated damages in accordance with Section 4.14(d) of the Securities Purchase Agreement and Section 3.4 of this Agreement, in accordance with such written instructions. For the avoidance of doubt, the CFO Holdback Escrow Amount shall be released from the Escrow Account (after deducting any liquidated damages payable to the Investors pursuant to Section 3.4 hereof) upon the appointment of a Qualified CFO in accordance with Section 3.2 of this Agreement notwithstanding whether a Qualified CFO is appointed within ninety (90) days following the Closing Date.