Common use of Closing: Escrow Arrangement Clause in Contracts

Closing: Escrow Arrangement. The parties and McGuireWoods LLP, as escrow agent, hereby agree that Buyer will deposit the Purchase Amount with the Escrow Agent for delivery to Seller against receipt by the Escrow Agent of a duly executed Subscription Form (attached to the Warrant as Annex A) (the Warrant already having been delivered to the Escrow Agent) indicating that the Warrant Shares be issued in the name of Buyer and delivered to Escrow Agent. Buyer agrees to deliver the Purchase Amount to the Escrow Agent within one business day after the date hereof, and Seller agrees, within one business day after receipt of notification from the Escrow Agent of the Escrow Agent’s receipt of the Purchase Amount, to deliver, via overnight courier, to the Escrow Agent a duly executed Subscription Form indicating that the Warrant Shares be issued in the name of Buyer and delivered to Escrow Agent, which executed Subscription Form the Escrow Agent shall promptly deliver to the Company. Upon Receipt from the Company’s transfer agent of the Warrant Shares issued in the name of Buyer and the other documentation required to be delivered to the Escrow Agent hereunder, the Escrow Agent shall deliver (a) to the Seller, (i) by wire transfer in immediately available funds to the account designated by the Seller in writing to the Escrow Agent, Seventy-Nine Thousand Eight Hundred Dollars ($79,800) an amount representing the Purchase Amount minus the product of the Exercise Price multiplied by the number of Warrant Shares, and (ii) the New Warrant, (b) to the Buyer, the Warrant Shares, and (c) to the Company, by wire transfer in immediately available funds to the account designated by the Company in writing to the Escrow Agent, Two Hundred Thirty-Two Thousand Seven Hundred Fifty Dollars ($232,750) an amount representing the product of the Exercise Price multiplied by the number of Warrant Shares.

Closing: Escrow Arrangement. The parties and McGuireWoods LLP, as escrow agent, hereby agree that Buyer will deposit the Purchase Amount with the Escrow Agent for delivery to Seller against receipt by the Escrow Agent of a duly executed Subscription Form (attached to the Warrant as Annex A) (the Warrant already having been delivered to the Escrow Agent) indicating that the Warrant Shares be issued in the name of Buyer and delivered to Escrow Agent. Buyer agrees to deliver the Purchase Amount to the Escrow Agent within one business day after the date hereof, and Seller agrees, within one business day after receipt of notification from the Escrow Agent of the Escrow Agent’s receipt of the Purchase Amount, to deliver, via overnight courier, to the Escrow Agent a duly executed Subscription Form indicating that the Warrant Shares be issued in the name of Buyer and delivered to Escrow Agent, which executed Subscription Form the Escrow Agent shall promptly deliver to the Company. Upon Receipt from the Company’s transfer agent of the Warrant Shares issued in the name of Buyer and the other documentation required to be delivered to the Escrow Agent hereunder, the Escrow Agent shall deliver (a) to the Seller, (i) by wire transfer in immediately available funds to the account designated by the Seller in writing to the Escrow Agent, Seventy-Nine One Hundred Sixty Thousand Eight Two Hundred Dollars ($79,800160,200) an amount representing the Purchase Amount minus the product of the Exercise Price multiplied by the number of Warrant Shares, and (ii) the New Warrant, (b) to the Buyer, the Warrant Shares, and (c) to the Company, by wire transfer in immediately available funds to the account designated by the Company in writing to the Escrow Agent, Four Hundred Sixty-Seven Thousand Two Hundred Thirty-Two Thousand Seven Hundred Fifty Dollars ($232,750467,250) an amount representing the product of the Exercise Price multiplied by the number of Warrant Shares.

Closing: Escrow Arrangement. The parties On the second business day after the Buyer has been notified that the Registration Statement on Form S-3 of the Company filed with the Securities and McGuireWoods LLPExchange Commission on November 9, 2006, as escrow agentamended (the “Registration Statement”) has been declared effective by the Securities and Exchange Commission (such date, the “Notice Date”), the Buyer, Seller and Escrow Agent hereby agree that the Buyer will be obligated to deposit Nine Million Five Hundred Forty Thousand Dollars ($9,540,000) (the “Purchase Amount Amount”) with the Escrow Agent for delivery to the Seller against receipt by the Escrow Agent of the Warrant together with a duly executed Subscription Form (attached to the Warrant as Annex A) (the Warrant already having been delivered to the Escrow Agent) indicating that the 1,800,000 Warrant Shares be issued in the name of the Buyer (to such of the Buyer entities and in such amounts as is set forth on Schedule A hereto) and delivered to the Escrow Agent. The Buyer agrees to deliver the Purchase Amount to the Escrow Agent within one two business day days after the date hereofNotice Date, and the Seller agrees, within one business day after receipt of notification from the Escrow Agent of the Escrow Agent’s receipt of the Purchase Amount, to deliver, via overnight courier, to the Escrow Agent a duly executed Subscription Form indicating that the 1,800,000 Warrant Shares be issued in the name of the Buyer and delivered to the Escrow Agent, which Warrant and executed Subscription Form the Escrow Agent shall promptly deliver to the Company. Upon Receipt receipt from the Company’s transfer agent of the 1,800,000 Warrant Shares issued in the name of the Buyer (as set forth on Schedule A hereto) and the other documentation required to be delivered to the Escrow Agent hereunder, the Escrow Agent shall deliver (a) to the Seller, (i) by wire transfer in immediately available funds to the account designated by the Seller in writing to the Escrow Agent, Seventy-Nine Three Million Two Hundred Forty Thousand Eight Hundred Dollars ($79,800) 3,240,000), an amount representing the Purchase Amount minus the product of the Exercise Price multiplied by the number of 1,800,000 Warrant Shares, and (ii) a new warrant, pursuant to Section 2.1(d) of the Warrant, having terms and conditions that are in substance identical to the original Warrant (the “New Warrant, ”) duly executed by the Company in the name of the Seller exercisable for a number of shares of Common Stock equal to the difference between the number of shares underlying the Warrant and the 1,800,000 Warrant Shares sold hereunder (b) to the Buyer, the 1,800,000 Warrant Shares, and (c) to the Company, by wire transfer in immediately available funds to the account designated by the Company in writing to the Escrow Agent, Two Six Million Three Hundred Thirty-Two Thousand Seven Hundred Fifty Dollars ($232,750) 6,300,000), an amount representing the product of the Exercise Price multiplied by the number of 1,800,000 Warrant Shares. If the Registration Statement has not been declared effective by the Securities and Exchange Commission by February 28, 2007, either of the Buyer or the Seller shall have the right to terminate all obligations of the Buyer and the Seller pursuant to this Agreement.

Closing: Escrow Arrangement. The parties Seller shall provide the Buyer notice promptly after it learns that the Registration Statement has been declared effective by the Securities and McGuireWoods LLPExchange Commission. On the later of February 10, as escrow agent2007 and the second business day after the date the Seller provides such notice to the Buyer, hereby agree that the Buyer will be obligated to deposit the Purchase Amount with the Escrow Agent. The Escrow Agent for shall notify the Seller by fax at the time of its receipt of the Purchase Amount. Within one business day after receipt of this notification from the Escrow Agent, the Seller shall deliver (the date of such delivery being referred to Seller against receipt by as the “Irrevocable Date”) to the Escrow Agent of a duly executed Subscription Form (attached to the Warrant as Annex A) (the Warrant already having been delivered to the Escrow Agent) indicating that the 500,000 Warrant Shares be issued in the name of the Buyer and delivered to in such amounts as the Buyer shall direct. The Escrow Agent. Buyer agrees to Agent shall deliver the Purchase Amount executed Subscription Form and the Warrant to the Escrow Agent within Company not later than one business day after the date hereof, and Seller agrees, within one business day after receipt of notification from the Escrow Agent of the Escrow Agent’s following its receipt of the Purchase Amount, to deliver, via overnight courier, to the Escrow Agent a duly executed Subscription Form indicating that the Warrant Shares be issued in the name of Buyer and delivered to Escrow Agent, which executed Subscription Form the Escrow Agent shall promptly deliver to the Companysame. Upon Receipt receipt from the Company’s transfer agent of the 500,000 Warrant Shares issued in the name of Buyer and the other documentation required to be delivered to the Escrow Agent hereunderBuyer, as provided above, the Escrow Agent shall deliver (a) to the Seller, (i) by wire transfer in immediately available funds to the account designated by the Seller in writing to the Escrow Agent, Seventy-Nine Hundred Thousand Eight Hundred Dollars ($79,800) an 900,000), which amount representing represents the Purchase Amount minus the product of the Exercise Price multiplied by the number of 500,000 Warrant Shares, and (ii) the New Warrant, (b) to the Buyer, the 500,000 Warrant Shares, and (c) to the Company, by wire transfer in immediately available funds to the account designated by the Company in writing to the Escrow Agent, Two Hundred Thirty-Two Thousand One Million Seven Hundred Fifty Thousand Dollars ($232,750) an 1,750,000), which amount representing represents the product of the Exercise Price multiplied by the number of 500,000 Warrant Shares.

Closing: Escrow Arrangement. The parties and McGuireWoods LLP, as escrow agent, hereby agree that Buyer will deposit the Purchase Amount with the Escrow Agent for delivery to Seller against receipt by the Escrow Agent of the Warrant together with a duly executed Subscription Form (attached to the Warrant as Annex A) (the Warrant already having been delivered to the Escrow Agent) indicating that the Warrant Shares be issued in the name of Buyer and delivered to Escrow Agent. Buyer agrees to deliver the Purchase Amount to the Escrow Agent within one business day after the date hereof, and Seller agrees, within one business day after receipt of notification from the Escrow Agent of the Escrow Agent’s receipt of the Purchase Amount, to deliver, via overnight courier, to the Escrow Agent (i) the Warrant, and (ii) a duly executed Subscription Form indicating that the Warrant Shares be issued in the name of Buyer and delivered to Escrow Agent, which Warrant and executed Subscription Form the Escrow Agent shall promptly deliver to the Company. Upon Receipt from the Company’s transfer agent of the Warrant Shares issued in the name of Buyer and the other documentation required to be delivered to the Escrow Agent hereunder, the Escrow Agent shall deliver (a) to the Seller, (i) by wire transfer in immediately available funds to the account designated by the Seller in writing to the Escrow Agent, Seventy-Nine Six Hundred Thousand Eight Hundred Dollars ($79,800600,000) an amount representing the Purchase Amount minus the product of the Exercise Price multiplied by the number of Warrant Shares, and (ii) a new warrant, pursuant to Section 2.1(d) of the Warrant, of like tenor to the original Warrant (the “New Warrant”) duly executed by the Company in the name of Seller exercisable for a number of shares of Common Stock equal to the difference between the number of shares underlying the original Warrant and the number of Warrant Shares sold hereunder, (b) to the Buyer, the Warrant Shares, and (c) to the Company, by wire transfer in immediately available funds to the account designated by the Company in writing to the Escrow Agent, Two Hundred Thirty-Two Thousand One Million Seven Hundred and Fifty Thousand Dollars ($232,7501,750,000) an amount representing the product of the Exercise Price multiplied by the number of Warrant Shares.

Closing: Escrow Arrangement. The parties Seller shall provide the Buyer notice promptly after it learns that the Registration Statement has been declared effective by the Securities and McGuireWoods LLPExchange Commission. On the later of February 10, as escrow agent2007 and the second business day after the date the Seller provides such notice to the Buyer, hereby agree that the Buyer will be obligated to deposit the Purchase Amount with the Escrow Agent. The Escrow Agent for shall notify the Seller by fax at the time of its receipt of the Purchase Amount. Within one business day after receipt of this notification from the Escrow Agent, the Seller shall deliver (the date of such delivery being referred to Seller against receipt by as the “Irrevocable Date”) to the Escrow Agent of a duly executed Subscription Form (attached to the Warrant as Annex A) (the Warrant already having been delivered to the Escrow Agent) indicating that the 2,500,000 Warrant Shares be issued in the name of the Buyer and delivered to in such amounts as the Buyer shall direct. The Escrow Agent. Buyer agrees to Agent shall deliver the Purchase Amount executed Subscription Form and the Warrant to the Escrow Agent within Company not later than one business day after the date hereof, and Seller agrees, within one business day after receipt of notification from the Escrow Agent of the Escrow Agent’s following its receipt of the Purchase Amount, to deliver, via overnight courier, to the Escrow Agent a duly executed Subscription Form indicating that the Warrant Shares be issued in the name of Buyer and delivered to Escrow Agent, which executed Subscription Form the Escrow Agent shall promptly deliver to the Companysame. Upon Receipt receipt from the Company’s transfer agent of the 2,500,000 Warrant Shares issued in the name of Buyer and the other documentation required to be delivered to the Escrow Agent hereunderBuyer, as provided above, the Escrow Agent shall deliver (a) to the Seller, (i) by wire transfer in immediately available funds to the account designated by the Seller in writing to the Escrow Agent, Seventy-Nine Four Million Five Hundred Thousand Eight Hundred Dollars ($79,800) an 4,500,000), which amount representing represents the Purchase Amount minus the product of the Exercise Price multiplied by the number of 2,500,000 Warrant Shares, and (ii) the New Warrant, (b) to the Buyer, the 2,500,000 Warrant Shares, and (c) to the Company, by wire transfer in immediately available funds to the account designated by the Company in writing to the Escrow Agent, Two Hundred Thirty-Two Thousand Eight Million Seven Hundred Fifty Thousand Dollars ($232,750) an 8,750,000), which amount representing represents the product of the Exercise Price multiplied by the number of 2,500,000 Warrant Shares.