Common use of Closings Clause in Contracts

Closings. On each Advance Date, which shall be the first (1st) Trading Day after expiration of the applicable Pricing Period for each Advance, (i) the Company shall deliver to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (the “Escrow Agent”) shares of the Company’s Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to Escrow Agent the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s counsel, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, the Investor’s counsel, or the Company’s counsel in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s Common Stock to be delivered on such Advance Date.

Closings. On each Advance Date, which shall be the first (1st) Trading Day after expiration of the applicable Pricing Period for each Advance, (i) the Company shall deliver to ▇David Gonzalez, Esq. (the "Escrow Agent") shares of the Company's Co▇▇▇▇ ▇▇▇▇▇, ▇▇▇, Esq. (the “Escrow Agent”) shares of the Company’s Common Stock, representing presenting the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to Escrow Agent the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s 's counsel, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s 's Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, the Investor’s 's counsel, or the Company’s 's counsel in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s 's Common Stock to be delivered on such Advance Date.

Closings. On each Advance Date, which shall be the first (1st) Trading Day after expiration of the applicable Pricing Period for each Advance, (i) the Company shall deliver to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (the “"Escrow Agent”") shares of the Company’s 's Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to Escrow Agent the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s 's counsel, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s 's Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, the Investor’s 's counsel, or the Company’s 's counsel in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s 's Common Stock to be delivered on such Advance Date.

Closings. On each Advance Date, which shall be the first (1st) Trading Day after expiration of the applicable Pricing Period for each Advance, (i) the Company shall deliver to David Gonzalez, Esq. (the "Escrow Agent") shares of the Company's ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (the “Escrow Agent”) shares of the Company’s Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to Escrow Agent the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s 's counsel, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s 's Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, the Investor’s 's counsel, or the Company’s 's counsel in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s 's Common Stock to be delivered on such Advance Date.

Closings. On each Advance Date, which shall be the first six (1st6) Trading Day Days after expiration of the applicable Pricing Period for each Advancean Advance Notice Date, (i) the Company shall deliver to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Investor’s Counsel, Esq. (as defined pursuant to the “Escrow Agent”) Agreement, shares of the Company’s Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the “Escrow Agent Agent”) the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s counsel, Counsel all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, Investor and the Investor’s counsel, or the Company’s counsel in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s Common Stock to be delivered on such Advance Date.

Closings. On each Advance DateClosing Date for a Put, which shall be the first (1st) Trading Day after expiration of the applicable Pricing Period for each Advance, (i) the Company shall -------- deliver to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇into escrow one or more certificates, Esq. (at the “Escrow Agent”) shares of the Company’s Common StockInvestor's option, representing the amount of the Advance Put Shares to be purchased by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to or, at the Investor's option, deposit such certificate(s) into such account or otherwise in accordance with accounts previously designated by the Escrow Agreement Investor and (ii) the Investor shall deliver to Escrow Agent escrow the amount of the Advance Investment Amount specified in the Advance Put Notice by wire transfer of immediately available funds which shall be delivered to an account or accounts designated by the Company, Company on or otherwise in accordance with before the Escrow AgreementClosing Date. In addition, on or prior to the Advance Closing Date, each of the Company and the Investor shall deliver to the other through the Investor’s counsel, all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s Common Stock certificates to the Investor shall occur out of escrow in accordance with the conditions set forth above escrow agreement referred to in Section 7.2(p) following (x) the Company's deposit into escrow of the certificates representing the Put Shares and those contained in (y) the Escrow AgreementInvestor's deposit into escrow of the Investment Amount; provided, however, that to the extent the -------- ------- Company has not paid the fees, expenses, expenses and disbursements of the Investor, the Investor’s counsel, or the Company’s 's counsel in accordance with Section 12.413.1, the amount of such fees, expenses, expenses and disbursements may be deducted by the Investor (and shall be paid to in immediately available funds, at the relevant party) from the amount direction of the Advance Investor, to Investor's counsel with no reduction in the amount number of shares Put Shares issuable to the Investor on such Closing Date; provided, further, that so -------- ------- long as the Investor shall maintain professional liability, errors and omissions liability and/or directors' and officers' liability insurance for its activities related to the Put Shares or the Blackout Shares, one and three quarters of one percent (1.75%) of such Investment Amount shall be either (i) retained by the Investor in respect of premium payments for such insurance or (ii) paid in immediately available funds, at the direction of the Company’s Common Stock Investor in respect of such premium payments, in either case, with no reduction in the number of Put Shares to be delivered issued and/or sold to the Investor on such Advance Closing Date.

Closings. On each Advance Date, which shall be the first (1st) Trading Day after expiration of the applicable Pricing Period for each Advance, (i) the Company shall deliver to David Gonzalez, Esq. (▇▇▇ "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (the “Escrow Agent”") shares of the Company’s 's Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to Escrow Agent the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s 's counsel, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s 's Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, the Investor’s 's counsel, or the Company’s 's counsel in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s 's Common Stock to be delivered on such Advance Date.

Closings. On each Advance Date, which shall be the first eleven (1st11) -------- Trading Day Days after expiration of the applicable Pricing Period for each Advancean Advance Notice Date, (i) the Company shall deliver to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (the “Escrow Agent”) , as defined pursuant to the Escrow Agreement, shares of the Company’s 's Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to the Escrow Agent the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s counsel, Escrow Agent all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s 's Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the -------- ------- Company has not paid the fees, expenses, and disbursements of the Investor, 's counsel and the Investor’s counsel, or the Company’s counsel Placement Agent in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s 's Common Stock to be delivered on such Advance Date.

Closings. On each Advance Date, which shall be the first six (1st6) Trading Day Days after expiration of the applicable Pricing Period for each Advancean Advance Notice Date, (i) the Company shall deliver to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Investor's Counsel, Esq. (as defined pursuant to the “Escrow Agent”) Agreement, shares of the Company’s 's Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the "Escrow Agent Agent") the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s counsel, 's Counsel all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s 's Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, Investor and the Investor’s counsel, or the Company’s 's counsel in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s 's Common Stock to be delivered on such Advance Date.

Closings. On each Advance Date, which shall be the first eleven (1st11) -------- Trading Day Days after expiration of the applicable Pricing Period for each Advancean Advance Notice Date, (i) the Company Forefront shall deliver to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (the “Escrow Agent”) , as defined pursuant to the Escrow Agreement, shares of the Company’s 's Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to the Escrow Agent the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company Forefront and the Investor shall deliver to the other through the Investor’s counsel, Escrow Agent all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s Forefront's Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the -------- ------- Company has not paid the fees, expenses, and disbursements of the Investor, 's counsel and the Investor’s counsel, or the Company’s counsel Placement Agent in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) party from the amount of the Advance with no reduction in the amount of shares of the Company’s Forefront's Common Stock to be delivered on such Advance Date.

Closings. On each Advance Date, which shall be the first (1st) Trading Day after expiration of the applicable Pricing Period for each Advance, (i) the Company shall deliver to David Gonzalez, Esq. (▇▇▇ "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (the “Escrow Agent”ent") shares of the Company’s 's Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to Escrow Agent the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s 's counsel, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s 's Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, the Investor’s 's counsel, or the Company’s 's counsel in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s 's Common Stock to be delivered on such Advance Date.

Closings. On each Advance Date, which shall be the first twenty-five (1st25) Trading Day Days after expiration of the applicable Pricing Period for each Advancean Advance Notice Date, (i) the Company shall deliver to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (the “Escrow Agent”) , as defined pursuant to the Escrow Agreement, shares of the Company’s 's Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to the Escrow Agent the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s counsel, Escrow Agent all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s 's Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; providedPROVIDED, howeverHOWEVER, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, 's counsel and the Investor’s counsel, or the Company’s counsel Placement Agent in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s 's Common Stock to be delivered on such Advance Date.

Closings. On each Advance Date, which shall be the first eleven (1st11) Trading Day Days after expiration of the applicable Pricing Period for each Advancean Advance Notice Date, (i) the Company shall deliver to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Investor's counsel, Esq. (as defined pursuant to the “Escrow Agent”) Agreement, shares of the Company’s 's Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to the Escrow Agent the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s counsel, 's counsel all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s 's Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, the Investor’s counsel, or the Company’s 's counsel and Yorkville Advisors in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s 's Common Stock to be delivered on such Advance Date.

Closings. On each Advance Date, which shall be the first (1st) Trading Day after expiration of the applicable Pricing Period for each Advance, (i) the Company shall deliver to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (the “Escrow Agent”"ESCROW AGENT") shares of the Company’s 's Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to Escrow Agent the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s 's counsel, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s 's Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; providedPROVIDED, howeverHOWEVER, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, the Investor’s 's counsel, or the Company’s 's counsel in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s 's Common Stock to be delivered on such Advance Date.

Closings. On each Advance Date, which shall be the first eleven (1st11) Trading Day Days after expiration of the applicable Pricing Period for each Advancean Advance Notice Date, (i) the Company shall deliver to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (the “Escrow Agent”) , as defined pursuant to the Escrow Agreement, shares of the Company’s 's Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to the Escrow Agent the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s counsel, Escrow Agent all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s 's Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, 's counsel and the Investor’s counsel, or the Company’s counsel Placement Agent in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s 's Common Stock to be delivered on such Advance Date.

Closings. On or before each Advance Date, which shall be the first (1st) Trading Day after expiration of the applicable Pricing Period Closing Date for each Advance, (i) the Company shall deliver to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (the “Escrow Agent”) shares of the Company’s Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) a Put the Investor shall deliver to Escrow Agent the amount of the Advance Investment Amount specified in the Advance Put Notice by wire transfer of immediately available funds which shall be delivered to the CompanyEscrow Agent, or otherwise in accordance with less, as to the Escrow Agreementfirst six Closings only, a commitment fee equal to twenty-three thousand three hundred thirty-three dollars ($23,333). In addition, on or prior to the Advance Closing Date, each of the Company and the Investor shall deliver to the other through the Investor’s counsel, Escrow Agent all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Upon receipt of notice from the Escrow Agent that the Escrow Agent has possession of the Investment Amount, the Company shall, if possible, deliver the Put Shares to the Investor's account through the Depository Trust Company DWAC system, per written account instructions delivered by the Investor to the Company, and if the Company is not eligible to participate in the DWAC system, to deliver to the Escrow Agent one or more certificates, as requested by the Investor, representing the Put Shares to be purchased by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor or, at the Investor's option, registered in the name of such account or accounts as may be designated by the Investor. Payment of funds to the Company and delivery of the Company’s Common Stock certificates to the Investor (unless delivered by DWAC) shall occur out of escrow in accordance with the conditions set forth above and those contained in the Escrow Agreement; , provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, the Investor’s counsel, or the Company’s 's counsel in accordance with Section 12.413.7, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to in immediately available funds, at the relevant party) from the amount direction of the Advance Investor, to Investor's counsel with no reduction in the amount number of shares of Put Shares issuable to the Company’s Common Stock to be delivered Investor on such Advance Closing Date.

Closings. On each Advance Date, which shall be the first (1st) Trading Day after expiration of the applicable Pricing Period for each Advance, (i) the Company shall deliver to ▇D▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (the “Escrow Agent”) shares of the Company’s Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to Escrow Agent the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s counsel, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, the Investor’s counsel, or the Company’s counsel in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s Common Stock to be delivered on such Advance Date.

Closings. On or prior to each Advance Date, which shall be the first (1st) Trading Day after expiration of the applicable Pricing Period Closing Date for each Advancea Put, (ia) the Company shall deliver to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇Escrow Agent one or more certificates, Esq. (the “Escrow Agent”) shares of the Company’s Common Stockat Investor's option, representing the amount of the Advance Put Shares to be purchased by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (iib) the Investor shall deliver to the Escrow Agent (i) with respect to the amount first Fifteen Million Dollars in Investment Amount under the Minimum Commitment Amount, eighty (80%) percent of the Advance specified Investment Amount in Other Consideration and twenty (20%) percent in cash,(ii) with respect the Advance Notice balance of the Minimum Commitment Amount by the payment of an aggregate of $ 100(One Hundred Dollars) in cash and (iii) with respect to other Put Notices by wire transfer of immediately available funds which shall be delivered to an account designated by the Company, Escrow Agent on or otherwise before the Closing Date. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, and provided that the Transfer Agent then is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST")program, upon request of Investor, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the Closing Date, the Put Shares by crediting the account of the Investor's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Escrow AgreementAgent of such delivery. In addition, on or prior to the Advance such Closing Date, each of the Company and the Investor shall deliver to the other through the Investor’s counsel, Escrow Agent all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds On the Closing Date and provided all conditions to Closing have been satisfied by the Company, the Escrow agent shall wire transfer to the Company and delivery of the Company’s Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, the Investor’s counselInvestment Amount, or the Company’s counsel in accordance with Section 12.4, the amount of such fees, less any applicable fees and expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s Common Stock to be delivered on such Advance Date.

Closings. On each Advance Date, which shall be the first twenty (1st20) Trading Day Days after expiration of the applicable Pricing Period for each Advancean Advance Notice Date, (i) the Company shall deliver to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (the “Escrow Agent”) , as defined pursuant to the Escrow Agreement, shares of the Company’s 's Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to the Escrow Agent the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s counsel, Escrow Agent all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s 's Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; providedPROVIDED, howeverHOWEVER, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, 's counsel and the Investor’s counsel, or the Company’s counsel Placement Agent in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s 's Common Stock to be delivered on such Advance Date.

Closings. On each Advance Date, which shall be the first (1st) Trading Day after expiration of the applicable Pricing Period for each Advance, (i) the Company shall deliver to ▇the D▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (the “Escrow Agent”) ), shares of the Company’s Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to the Escrow Agent the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s counselCounsel, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, the Investor’s counsel, or the Company’s counsel in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s Common Stock to be delivered on such Advance Date.

Closings. On each Advance Date, which shall be the first six (1st6) Trading Day Days after expiration of the applicable Pricing Period for each Advancean Advance Notice Date, (i) the Company shall deliver to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (the “Escrow Agent”) , as defined pursuant to the Escrow Agreement, shares of the Company’s Common StockOrdinary Shares, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to the Escrow Agent the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s counselEscrow Agent, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s Common Stock Ordinary Shares to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, the Investor’s counsel, Investor or the Company’s counsel Escrow Agent in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s Common Stock Ordinary Shares to be delivered on such Advance Date.

Closings. On each Advance Date, which shall be the first six (1st6) Trading Day Days after expiration of the applicable Pricing Period for each Advancean Advance Notice Date, (i) the Company shall deliver to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Investor's Counsel, Esq. (as defined pursuant to the “Escrow Agent”) Agreement, shares of the Company’s 's Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to B▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the "Escrow Agent Agent") the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s counsel, 's Counsel all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s 's Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, Investor and the Investor’s counsel, or the Company’s 's counsel in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s 's Common Stock to be delivered on such Advance Date.

Closings. On each Advance Date, which shall be the first (1st) Trading Day after expiration of the applicable Pricing Period for each Advance, (i) the Company shall deliver to David Gonzalez, Esq. (▇▇▇ "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (the “Escrow Agent”ent") shares of the Company’s 's Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to Escrow Agent the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s 's counsel, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s 's Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, the Investor’s counsel, or the Company’s counsel Investor in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s 's Common Stock to be delivered on such Advance Date.

Closings. On each Advance Date, which shall be the first (1st) Trading Day after expiration of the applicable Pricing Period for each Advance, (i) the Company shall deliver to David Gonzalez, Esq. (the "Escrow Agent") shares of the Company's ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (the “Escrow Agent”) shares of the Company’s Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to Escrow Agent the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s 's counsel, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s 's Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, the Investor’s counsel, or the Company’s counsel Investor in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s 's Common Stock to be delivered on such Advance Date.

Closings. On each Advance Date, which shall be the first (1st) Trading Day after expiration of the applicable Pricing Period for each Advance, (i) the Company shall deliver to David Gonzalez, Esq. (▇▇▇ "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (the “Escrow Agent”gent") shares of the Company’s 's Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to Escrow Agent the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s 's counsel, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s 's Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, the Investor’s 's counsel, or the Company’s 's counsel in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s 's Common Stock to be delivered on such Advance Date.

Closings. On each Advance Date, which shall be the first one (1st1) Trading Day after expiration of the an applicable Pricing Period for each AdvancePeriod, (i) the Company shall deliver to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Investor's Counsel, Esq. (as defined pursuant to the “Escrow Agent”) Agreement, shares of the Company’s 's Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to David Gonzalez (the "Escrow Agent the ▇▇▇▇▇") ▇▇▇ amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s counsel, 's Counsel all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s 's Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, Investor and the Investor’s counsel, or the Company’s 's counsel in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s 's Common Stock to be delivered on such Advance Date.

Closings. On each Advance Date, which shall be the first (1st) Trading Day after expiration of the applicable Pricing Period for each Advance, (i) the Company shall deliver to David Gonzalez, Esq. (▇▇▇ "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (the “Escrow Agent”ent") shares of the Company’s 's Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to Escrow Agent the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s 's counsel, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s 's Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, the Investor’s 's counsel, or the Company’s company's counsel in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s 's Common Stock to be delivered on such Advance Date.

Closings. On each Advance Date, which shall be the first (1st) Trading Day after expiration of the applicable Pricing Period for each Advance, (i) the Company shall deliver to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (the “"Escrow Agent”") shares of the Company’s 's Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to Escrow Agent the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s 's counsel, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s 's Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, the Investor’s counselYorkville Advisors Management LLC, or the Company’s 's counsel in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s 's Common Stock to be delivered on such Advance Date.

Closings. On each Advance Date, which shall be the first (1st) Trading Day after expiration of the applicable Pricing Period Closing Date for each Advance, (i) a Put the Company shall -------- deliver to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Investor one or more certificates, Esq. (at the “Escrow Agent”) shares of the Company’s Common StockInvestor's option, representing the amount of the Advance Put Shares to be purchased by the Investor pursuant to Section 2.1 herein, after the Optional Purchase Date and on or prior to the Closing Date, registered in the name of the Investor which shall be delivered to or, at the Investor's option, deposit such certificate(s) into such account or otherwise in accordance with accounts previously designated by the Escrow Agreement Investor (including by electronic transfer if such Shares are DTC eligible) and (ii) the Investor shall deliver to Escrow Agent escrow the amount of the Advance Investment Amount specified in the Advance Optional Purchase Notice by wire transfer of immediately available funds which shall be delivered to an account designated by the Company, Company on or otherwise in accordance with before the Escrow AgreementClosing Date. In addition, on or prior to the Advance Closing Date, each of the Company and the Investor shall deliver to the other through the Investor’s counsel, all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s Common Stock certificates to the Investor shall occur out of escrow in accordance with the conditions set forth above escrow agreement referred to in Section 7.2(p) following (x) the Company's deposit into escrow of the certificates representing the Put Shares and those contained in (y) the Escrow AgreementInvestor's deposit into escrow of the Investment Amount; provided, however, that to the extent the Company has not paid the fees, expenses, expenses and disbursements of the Investor, the Investor’s counsel, or the Company’s 's counsel in accordance with Section 12.413.1, the amount of such fees, expenses, expenses and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount in immediately available funds drawn out of the Advance deposited funds, at the direction of the Investor, to Investor's counsel with no reduction in the amount number of shares of Put Shares issuable to the Company’s Common Stock to be delivered Investor on such Advance Closing Date.

Closings. On each Advance Date, which shall be the first (1st) Trading Day after expiration of the applicable Pricing Period for each Advance, (i) the Company shall deliver to David Gonzalez, Esq. (the "Escrow Agent") shares of the Com▇▇▇▇'▇ ▇▇▇▇▇▇▇▇, Esq. (the “Escrow Agent”) shares of the Company’s Common ▇ Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to Escrow Agent the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s 's counsel, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s 's Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, the Investor’s 's counsel, or the Company’s 's counsel in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s 's Common Stock to be delivered on such Advance Date.

Closings. On each Advance Date, which shall be the first (1st) Trading Day after expiration of the applicable Pricing Period for each Advance, (i) the Company shall deliver to ▇D▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (the “"Escrow Agent”") shares of the Company’s 's Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to Escrow Agent the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s 's counsel, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s 's Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, the Investor’s 's counsel, or the Company’s 's counsel in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s 's Common Stock to be delivered on such Advance Date.

Closings. On each Advance Date, which shall be the first ten (1st10) Trading Day Days after expiration of the applicable Pricing Period for each Advancean Advance Notice Date, (i) the Company shall deliver to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (the “Escrow Agent”) , as defined pursuant to the Escrow Agreement, shares of the Company’s 's Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to the Escrow Agent the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s counsel, Escrow Agent all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s 's Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, 's counsel and the Investor’s counsel, or the Company’s counsel Placement Agent in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s 's Common Stock to be delivered on such Advance Date.

Closings. On each Advance Date, which shall be the first (1st) Trading Day after expiration of the applicable Pricing Period for each Advance, (i) the Company shall deliver to David Gonzalez, Esq. (t▇▇ "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (the “Escrow Agent”nt") shares of the Company’s 's Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to Escrow Agent the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor’s 's counsel, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company’s 's Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, the Investor’s 's counsel, or the Company’s 's counsel in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s 's Common Stock to be delivered on such Advance Date.

Closings. On each Advance Date, which shall be the first (1st) Trading Day after expiration of the applicable Pricing Period for each Advance, (i) Prior to submitting a Put Notice the Company shall deliver cause the Company’s Transfer Agent, subject to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇the applicable provisions of Article VIII hereof, Esq. to electronically transmit, by crediting the account of the Investor's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Investor of such delivery, the number of shares of Common Stock equal to 4.99% of the number shares of Common Stock Outstanding (the “Escrow AgentDelivered Shares”) shares of the Company’s Common Stock). On each Closing Date, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to Escrow Agent the amount of the Advance Investment Amount specified in the Advance Put Notice by wire transfer of immediately available funds which to an account designated by the Company. In the event that the number of Delivered Shares exceeds the number of Put Shares, then within three (3) Trading Days following the Company’s written request, the Investor shall be delivered deliver such excess number of shares of Common Stock to the Company. In the event that the number of Put Shares exceeds the number of Delivered Shares, or otherwise then the Company shall deliver such excess number of shares of Common Stock to the Investor in accordance with the Escrow Agreementmanner set forth in the first sentence of this Section 2.3 on the Closing Date. In addition, on or prior to the Advance such Closing Date, each of the Company and the Investor shall deliver to the each other through the Investor’s counsel, all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. 2. Payment of funds to Except as expressly amended hereby, the Company terms and delivery conditions of the Company’s Common Stock to the Investor Agreement shall occur remain in accordance with the conditions set forth above full force and those contained in the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor, the Investor’s counsel, or the Company’s counsel in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (effect and shall be paid binding on the parties hereto. 3. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company’s Common Stock to be delivered on such Advance Dateother parties.