Common use of Closing Escrow Clause in Contracts

Closing Escrow. All shares of Series B and Series C Preferred to be issued in the merger (the "Merger Securities") shall be delivered to and deposited into escrow (the "Closing Escrow") with the SkyLynx acting corporate secretary, as escrow agent, pursuant to the terms of a Closing Escrow Agreement, substantially in the form of Exhibit 5.4, attached hereto (the "Closing Escrow Agreement"). Under the terms of the Closing Escrow Agreement, the Merger Securities shall be held in escrow until (a) DCI shall have delivered to SkyLynx the DCI Financial Statements and Pro Forma Financial Information required pursuant to Section 4.1 hereof and Form 8-K under the Exchange Act, and (b) there has been filed with the SEC a Form 8-K containing the DCI Financial Statements and Pro Forma Financial Information in accordance with Form 8-K under the Exchange Act and other applicable Legal Requirements, provided, however, that in the event that any DCI Undisclosed Liability arises in connection with the DCI Financial Statements, an amount of shares of Series B Preferred shall be held in the Closing Escrow contemplated hereby until such DCI Undisclosed Liability is disposed to the satisfaction of the auditors who prepared the DCI Financial Statements. If such DCI Undisclosed Liability can not be satisfied within 75 days after delivery of the DCI Financial Statements to SkyLynx, then the number of shares of Series B Preferred to be distributed to the DCI Shareholders from the Closing Escrow shall be reduced by the value of the liability based upon a Series B Preferred value of $.50 per share.

Closing Escrow. All shares of Series B and Series C A Preferred to be issued in the merger (the "Merger Securities") shall be delivered to and deposited into escrow (the "Closing Escrow") with the SkyLynx acting corporate secretary, as escrow agent, pursuant to the terms of a Closing Escrow Agreement, substantially in the form of Exhibit 5.4, attached hereto (the "Closing Escrow Agreement"). Under the terms of the Closing Escrow Agreement, the Merger Securities shall be held in escrow until (a) DCI VETCO shall have delivered to SkyLynx the DCI VETCO Financial Statements and Pro Forma Financial Information required pursuant to Section 4.1 hereof and Form 8-K under the Exchange Act, and (b) there has been filed with the SEC a Form 8-K containing the DCI Financial Statements and Pro Forma Financial Information in accordance with Form 8-K under the Exchange Act and other applicable Legal Requirements, provided, however, that in the event that any DCI VETCO Undisclosed Liability arises in connection with the DCI VETCO Financial Statements, an amount of shares of Series B A Preferred shall be held in the Closing Escrow contemplated hereby until such DCI VETCO Undisclosed Liability is disposed to the satisfaction of the auditors who prepared the DCI VETCO Financial Statements. If such DCI VETCO Undisclosed Liability can not be satisfied within 75 days after delivery of the DCI VETCO Financial Statements to SkyLynx, then the number of shares of Series B A Preferred to be distributed to the DCI VETCO Shareholders from the Closing Escrow shall be reduced by the value of the liability based upon a Series B A Preferred value of $.50 3.00 per share.

Closing Escrow. All shares of Series B and Series C Preferred to be issued in the merger (the "Merger Securities") shall be delivered to and deposited into escrow (the "Closing Escrow") with the SkyLynx acting corporate secretary, as escrow agent, pursuant to the terms of a Closing Escrow Agreement, substantially in the form of Exhibit 5.4, attached hereto (the "Closing Escrow Agreement"). Under the terms of the Closing Escrow Agreement, the Merger Securities shall be held in escrow until (a) DCI ADTECH shall have delivered to SkyLynx the DCI ADTECH Financial Statements and Pro Forma Financial Information required pursuant to Section 4.1 hereof and Form 8-K under the Exchange Act, and (b) there has been filed with the SEC a Form 8-K containing the DCI ASI Financial Statements and Pro Forma Financial Information in accordance with Form 8-K under the Exchange Act and other applicable Legal Requirements, provided, however, that in the event that any DCI ADTECH Undisclosed Liability arises in connection with the DCI ADTECH Financial Statements, an amount of shares of Series B Preferred shall be held in the Closing Escrow contemplated hereby until such DCI ADTECH Undisclosed Liability is disposed to the satisfaction of the auditors who prepared the DCI ADTECH Financial Statements. If such DCI ADTECH Undisclosed Liability can not be satisfied within 75 days after delivery of the DCI ADTECH Financial Statements to SkyLynx, then the number of shares of Series B Preferred to be distributed to the DCI ADTECH Shareholders from the Closing Escrow shall be reduced by the value of the liability based upon a Series B Preferred value of $.50 per share.

Closing Escrow. All shares of Series B and Series C A Preferred to be issued in the merger (the "Merger Securities") shall be delivered to and deposited into escrow (the "Closing Escrow") with the SkyLynx acting corporate secretary, as escrow agent, pursuant to the terms of a Closing Escrow Agreement, substantially in the form of Exhibit 5.4, attached hereto (the "Closing Escrow Agreement"). Under the terms of the Closing Escrow Agreement, the Merger Securities shall be held in escrow until (a) DCI VETCO shall have delivered to SkyLynx the DCI VETCO Financial Statements and Pro Forma Financial Information required pursuant to Section 4.1 hereof and Form 8-K under the Exchange Act, and (b) there has been filed with the SEC a Form 8-K containing the DCI Financial Statements and Pro Forma Financial Information in accordance with Form 8-K under the Exchange Act and other applicable Legal Requirements, provided, however, that in . In the event that any DCI VETCO Undisclosed Liability arises is disclosed in connection with the DCI delivery of the VETCO Financial Statements, an amount or in the event at the time of closing VETCO has outstanding and unsatisfied a liability to the Internal Revenue Service for payroll taxes, interest, penalty and other assessments (the "Tax Debt"), 100,000 shares of Series B A Preferred shall be held in the Closing Escrow contemplated hereby until such DCI VETCO Undisclosed Liability is disposed to the satisfaction of the auditors who prepared the DCI VETCO Financial Statements, or such Tax Debt is satisfied to the satisfaction of SkyLynx. If such DCI VETCO Undisclosed Liability or Tax Debt can not be satisfied within 75 150 days after delivery of following the DCI Financial Statements to SkyLynxClosing Date, then the number of shares of Series B A Preferred to be distributed to the DCI VETCO Shareholders from the Closing Escrow shall be reduced by the value of the liability VETCO Undisclosed Liability and/or Tax Debt based upon a Series B A Preferred value of $.50 3.00 per share. 6. The second sentence of Section 5.5 is hereby amended to read as follows: This VETCO Debt shall be assumed by SkyLynx and the principal shall be convertible into a maximum of 11,662 shares of Series A Preferred. If the VETCO Debt is not converted, the 11,662 shares of Series A Preferred shall not be issued to the VETCO Shareholders and shall remain authorized but unissued shares of SkyLynx. 7. Section 8.2(r) is hereby amended in its entirety to read as follows: The VETCO Debt shall be assumed by SkyLynx in accordance with Section 5.5, and SkyLynx and the holder of the VETCO Debt shall enter into a convertible debenture, in substantially the form of the convertible debenture attached hereto as Exhibit 5.5. 8. Section 8.3(q) is hereby amended in its entirety to read as follows: The VETCO Debt shall be assumed by SkyLynx in accordance with Section 5.5, and SkyLynx and the holder of the VETCO Debt shall enter into a convertible debenture, in substantially the form of the convertible debenture attached hereto as Exhibit 5.5. 9. Section 8.4(c)(i) is hereby amended in its entirety to read as follows: Certificate or certificates representing 1,000,000 shares of Series A Preferred, which certificates shall be issued in the names of each VETCO Shareholder and the holder of the VETCO Debt, pro rata, and delivered in escrow under the Closing Escrow Agreement 10. This Amendment may not be construed to amend the Merger Agreement in any way except as expressly set forth herein. The execution and delivery of this Amendment does not constitute and this Amendment may not be construed to constitute a waiver by any party of: a. Any breach of the Merger Agreement by any party, whether or not such breach is now existing or currently known or unknown to the non-breaching party or parties; or b. Any right or remedy arising from or available to a party by reason of a breach of the Merger Agreement by any other party or parties. 11. The parties hereby confirm that the Merger Agreement, as amended by this Amendment, is in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment and the provisions of the Merger Agreement, the provisions of this Amendment shall control. 12. Unless otherwise defined herein, all capitalized terms shall have the meanings set forth in the Merger Agreement.

Closing Escrow. All shares of Series B and Series C Preferred to be issued in the merger (the "Merger Securities") Securities shall be delivered to and deposited into escrow (the "Closing Escrow") with the SkyLynx ONSOURCE acting corporate secretary, as escrow agent, pursuant to the terms of a Closing Escrow Agreement, substantially in the form of Exhibit 5.45.10, attached hereto (the "Closing Escrow Agreement"). Under the terms of the Closing Escrow Agreement, the Merger Securities shall be held in escrow until (a) DCI OPI shall have delivered to SkyLynx ONSOURCE the DCI OPI Financial Statements and Pro Forma Financial Information required pursuant to Section 4.1 hereof and Form 8-K under the Exchange Act, and (b) there has been filed with the SEC a Form 8-K containing the DCI OPI Financial Statements and Pro Forma Financial Information in accordance with Form 8-K under the Exchange Act and other applicable Legal Requirements, and (c) Osmotics has completed the assignment of the IP to OPI in accordance with the Technology Transfer Agreement and has obtained all third party consents required to complete such transfer required pursuant to Section 4.3 hereof; provided, however, that in the event that any DCI OPI Undisclosed Liability arises in connection with the DCI OPI Financial Statements, an amount of shares of Series B Preferred ONSOURCE Common Stock shall be held in the Closing Escrow contemplated hereby until such DCI OPI Undisclosed Liability is disposed to the satisfaction of the auditors who prepared the DCI OPI Financial Statements. If such DCI OPI Undisclosed Liability can not be satisfied within 75 days after delivery of the DCI OPI Financial Statements to SkyLynxONSOURCE, then the number of shares of Series B Preferred ONSOURCE Common Stock to be distributed to the DCI OPI Shareholders from the Closing Escrow shall be reduced by the value of the liability based upon a Series B Preferred an ONSOURCE Common Stock value of $.50 1.00 per share.

Closing Escrow. All shares of Series B and Series C A Preferred to be issued in the merger (the "Merger Securities") shall be delivered to and deposited into escrow (the "Closing Escrow") with the SkyLynx acting corporate secretary, as escrow agent, pursuant to the terms of a Closing Escrow Agreement, substantially in the form of Exhibit 5.4, attached hereto (the "Closing Escrow Agreement"). Under the terms of the Closing Escrow Agreement, the Merger Securities shall be held in escrow until (a) DCI VETCO shall have delivered to SkyLynx the DCI VETCO Financial Statements and Pro Forma Financial Information required pursuant to Section 4.1 hereof and Form 8-K under the Exchange Act, and (b) there has been filed with the SEC a Form 8-K containing the DCI Financial Statements and Pro Forma Financial Information in accordance with Form 8-K under the Exchange Act and other applicable Legal Requirements, provided, however, that in . In the event that any DCI VETCO Undisclosed Liability arises is disclosed in connection with the DCI delivery of the VETCO Financial Statements, an amount of 100,000 shares of Series B A Preferred shall be held in the Closing Escrow contemplated hereby until such DCI VETCO Undisclosed Liability is disposed to the satisfaction of the auditors who prepared the DCI VETCO Financial Statements. If such DCI VETCO Undisclosed Liability can not be satisfied within 75 150 days after delivery of following the DCI Financial Statements to SkyLynxClosing Date, then the number of shares of Series B A Preferred to be distributed to the DCI VETCO Shareholders from the Closing Escrow shall be reduced by the value of the liability VETCO Undisclosed Liability based upon a Series B A Preferred value of $.50 3.00 per share. 3. Section 8.2 of the Merger Agreement "Conditions to Obligation of SKYLYNX and SAC shall be amended to add the following subsection (u):