Common use of Completion of Offering Clause in Contracts

Completion of Offering. Subject to the provisions of Section 10 hereof, Escrow Agent shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents: (1) A Minimum Offering Notice; (2) Subscription Accounting spreadsheet substantiating the sale of the Minimum Offering and maintained by Bxxxxx (3) Instruction Letter (as defined below); and (4) Such other certificates, notices or other documents as Escrow Agent shall reasonably require. Escrow Agent shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by the Issuer and/or Broker as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, Escrow Agent shall not be obligated to disburse the Escrow Funds to Issuer if Escrow Agent has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by Escrow Agent, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), Escrow Agent shall pay to Issuer any additional funds received with respect to the Securities, by wire, promptly after receipt. Additional disbursements shall be subject to the issuer providing the following documentation: (1) Subscription Accounting spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by Escrow Agent; (2) Instruction Letter (as defined above) from Issuer; and (3) Such other certificates, notices or other documents as Escrow Agent shall reasonably require.

Completion of Offering. Subject to the provisions of Section 10 hereof, Escrow Agent shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents: (1) A Minimum Offering Notice; (2) Subscription Accounting spreadsheet Spreadsheet substantiating the sale of the Minimum Offering and maintained by Bxxxxxthe sponsor; (3) Instruction Letter (as defined below); and (4) Such other certificates, notices or other documents as Escrow Agent shall reasonably require. Escrow Agent shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by both the Issuer and/or Broker andBroker as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, Escrow Agent shall not be obligated to disburse the Escrow Funds to Issuer if Escrow Agent has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by Escrow Agent, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), Escrow Agent shall pay to Issuer any additional funds received with respect to the Securities, by wire, promptly promplty after receipt. Additional disbursements disbursments shall be subject to the issuer providing the following documentation: (1) Subscription Accounting spreadsheet Spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by Escrow Agent; (2) Instruction Letter (as defined above) from Issuer; and (3) Such other certificates, notices or other documents as Escrow Agent shall reasonably require.

Completion of Offering. Subject to the provisions of Section 10 hereof, Escrow Agent shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents: (1) A Minimum Offering Notice; (2) Subscription Accounting spreadsheet substantiating the sale of the Minimum Offering and maintained by BxxxxxXxxxxx (3) Instruction Letter (as defined below); and (4) Such other certificates, notices or other documents as Escrow Agent shall reasonably require. Escrow Agent shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by the Issuer and/or Broker as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, Escrow Agent shall not be obligated to disburse the Escrow Funds to Issuer if Escrow Agent has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by Escrow Agent, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), Escrow Agent shall pay to Issuer any additional funds received with respect to the Securities, by wire, promptly after receipt. Additional disbursements shall be subject to the issuer providing the following documentation: (1) Subscription Accounting spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by Escrow Agent; (2) Instruction Letter (as defined above) from Issuer; and (3) Such other certificates, notices or other documents as Escrow Agent shall reasonably require.

Completion of Offering. Subject to the provisions of Section 10 hereof, Escrow Agent shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents: (1) A Minimum Offering Notice; (2) Subscription Accounting spreadsheet Spreadsheet substantiating the sale of the Minimum Offering and maintained by Bxxxxxthe sponsor; (3) Instruction Letter (as defined below); and (4) Such other certificates, notices or other documents as Escrow Agent shall reasonably require. Escrow Agent shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by both the Issuer and/or Broker as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, Escrow Agent shall not be obligated to disburse the Escrow Funds to Issuer if Escrow Agent has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by Escrow Agent, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), Escrow Agent shall pay to Issuer any additional funds received with respect to the Securities, by wire, promptly after receipt. Additional disbursements disbursments shall be subject to the issuer providing the following documentation: (1) Subscription Accounting spreadsheet Spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by Escrow Agent; (2) Instruction Letter (as defined above) from Issuer; and (3) Such other certificates, notices or other documents as Escrow Agent shall reasonably require.

Completion of Offering. Subject to the provisions of Section 10 hereof, Escrow Agent shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents: (1) A Minimum Offering Notice; (2) Subscription Accounting spreadsheet substantiating the sale of the Minimum Offering and maintained by BxxxxxBroker (3) Instruction Letter (as defined below); and (4) Such other certificates, notices or other documents as Escrow Agent shall reasonably require. Escrow Agent shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by the Issuer and/or Broker as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, Escrow Agent shall not be obligated to disburse the Escrow Funds to Issuer if Escrow Agent has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by Escrow Agent, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), Escrow Agent shall pay to Issuer any additional funds received with respect to the Securities, by wire, promptly after receipt. Additional disbursements shall be subject to the issuer providing the following documentation: (1) Subscription Accounting spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by Escrow Agent; (2) Instruction Letter (as defined above) from Issuer; and (3) Such other certificates, notices or other documents as Escrow Agent shall reasonably require.

Completion of Offering. Subject to the provisions of Section 10 hereof, Escrow Agent shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents: (1) A Minimum Offering Notice; (2) Subscription Accounting spreadsheet Spreadsheet substantiating the sale of the Minimum Offering and maintained by Bxxxxxthe sponsor; (3) Instruction Letter (as defined below); and (4) Such other certificates, notices or other documents as Escrow Agent shall reasonably require. Escrow Agent shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by both the Issuer and/or Broker andBroker as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, Escrow Agent shall not be obligated to disburse the Escrow Funds to Issuer if Escrow Agent has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by Escrow Agent, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), Escrow Agent shall pay to Issuer any additional funds received with respect to the Securities, by wire, promptly after receipt. Additional disbursements shall be subject to the issuer providing the following documentation: (1) Subscription Accounting spreadsheet Spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by Escrow Agent; (2) Instruction Letter (as defined above) from Issuer; and (3) Such other certificates, notices or other documents as Escrow Agent shall reasonably require.

Completion of Offering. Subject to the provisions of Section 10 hereof, Escrow Agent shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents: (1) A Minimum Offering Notice; (2) Subscription Accounting spreadsheet substantiating the sale of the Minimum Offering and maintained by BxxxxxXxxxxx (3) Instruction Letter (as defined below); and (4) Such other certificates, notices or other documents as Escrow Agent shall reasonably require. Escrow Agent shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by the Issuer and/or Broker as to the disbursement of such funds (the “"Instruction Letter”") in accordance with this Section 4(a). Notwithstanding the foregoing, Escrow Agent shall not be obligated to disburse the Escrow Funds to Issuer if Escrow Agent has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by Escrow Agent, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), Escrow Agent shall pay to Issuer any additional funds received with respect to the Securities, by wire, promptly after receipt. Additional disbursements shall be subject to the issuer providing the following documentation: (1) Subscription Accounting spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by Escrow Agent; (2) Instruction Letter (as defined above) from Issuer; and (3) Such other certificates, notices or other documents as Escrow Agent shall reasonably require.

Completion of Offering. Subject to the provisions of Section 10 hereof, Escrow Agent shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents: (1) A Minimum Offering Distribution Notice; (2) Subscription Accounting spreadsheet Spreadsheet substantiating the sale of the Minimum Offering and maintained by Bxxxxxthe sponsor; (3) Instruction Letter (as defined below); and (4) Such other certificates, notices or other documents as Escrow Agent shall reasonably require. Escrow Agent shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by both the Issuer and/or and Managing Broker as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, Escrow Agent shall not be obligated to disburse the Escrow Funds to Issuer if Escrow Agent has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by Escrow Agent, or (b) any of the certifications and opinions set forth in the Minimum Offering Distribution Notice are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), Escrow Agent shall pay to Issuer any additional funds received with respect to the Securities, by wire, promptly promplty after receipt. Additional disbursements disbursments shall be subject to the issuer providing the following documentation: (1) Subscription Accounting spreadsheet Spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by Escrow Agent; (2) Instruction Letter (as defined above) from Issuer; and (3) Such other certificates, notices or other documents as Escrow Agent shall reasonably require.

Completion of Offering. Subject to the provisions of Section 10 hereof, Escrow Agent shall pay to Issuer the liquidated value of the Escrow Funds, less a one time fee of $500.00 for fees and expenses owed Escrow Agent, less the agreed amount of Placement Agent's fee (as stated in the Placement Agent Agreement and accepted by Issuer), which is 7% of the Cash Investment, a non-accountable expense allowance equal to 1/2 of 1% of the Cash Investment, plus warrants to purchase the Common Stock of the issuer and the fees and expenses of Placements Agent's legal counsel, by wire no later than one (1) business day following transfer, promptly after receipt of the following documents: (1) A Minimum An Offering Notice; (2) Subscription Accounting spreadsheet substantiating the sale of the Minimum Offering and maintained by BxxxxxAccounting; (3) Instruction Letter Securities Purchase Agreement signed by all parties; (as defined below)4) Debenture Certificates for each Subscriber; (5) Warrant Certificates for each Subscriber; and (46) Such other certificates, notices or other documents as Escrow Agent Agent, in its discretion, shall reasonably require. Escrow Agent shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by the Issuer and/or Broker as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, Escrow Agent shall not be obligated to disburse the Escrow Funds to Issuer if Escrow Agent has reason grounds to believe that (a) Cash Investment Instruments in full payment for that number of Securities Debentures equal to or greater than the Minimum Offering minimum amount for such particular closing have not been received, deposited with and collected by the Escrow Agent, subject to the right of Issuer and the Subscribers to consummate the sale of some, but not all, of the Debentures at such closing or (b) any of the certifications and opinions set forth in the Minimum Offering Notice documents delivered to Escrow Agent are materially incorrect or incomplete. After the initial disbursement of Prior to disbursing any Escrow Funds to Issuer pursuant to this Section 4(a)or debenture certificates, Escrow Agent shall pay be entitled, in its reasonable discretion, to Issuer require any additional funds received with respect to the Securities, by wire, promptly after receipt. Additional disbursements shall be subject to the issuer providing the following documentation: (1) Subscription Accounting spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by Escrow Agent; (2) Instruction Letter (as defined above) from Issuer; and (3) Such other certificates, notices written certificates or other documents as Escrow Agent shall reasonably requireauthorizations that it deems necessary or desirable.

Completion of Offering. Subject to the provisions of Section 10 hereof, Escrow Agent shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents: (1) A Minimum Offering Notice; (2) Subscription Accounting spreadsheet Spreadsheet substantiating the sale of the Minimum Offering and maintained by Bxxxxxthe sponsor; (3) Instruction Letter (as defined below); and (4) Such other certificates, notices or other documents as Escrow Agent shall reasonably require. Escrow Agent shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by both the Issuer and/or Broker as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, Escrow Agent shall not be obligated to disburse the Escrow Funds to Issuer if Escrow Agent has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by Escrow Agent, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), Escrow Agent shall pay to Issuer any additional funds received with respect to the Securities, by wire, promptly promplty after receipt. Additional disbursements disbursments shall be subject to the issuer providing the following documentation: (1) Subscription Accounting spreadsheet Spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by Escrow Agent; (2) Instruction Letter (as defined above) from Issuer; and (3) Such other certificates, notices or other documents as Escrow Agent shall reasonably require. It is understood that any ACH transaction must comply with U.S. laws and NACHA rules. However, Escrow Agent shall not be responsible for any errors in the completion, accuracy, or timeliness of any transfer properly initiated by Escrow Agent in accordance with joint written instructions of Issuer and Broker occasioned by the acts or omissions of any third party financial institution or a party to the transaction, or the insufficiency or lack of availability of funds on deposit in an external account.

Completion of Offering. Subject to the provisions of Section 10 hereof, Escrow Agent shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents: (1) A Minimum Offering Notice; (2) Subscription Accounting spreadsheet Spreadsheet substantiating the sale of the Minimum Offering and maintained by Bxxxxxthe sponsor; (3) Instruction Letter (as defined below); and (4) Such other certificates, notices or other documents as Escrow Agent shall reasonably require. Escrow Agent shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by both the Issuer and/or Broker as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, Escrow Agent shall not be obligated to disburse the Escrow Funds to Issuer if Escrow Agent has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by Escrow Agent, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), Escrow Agent shall pay to Issuer any additional funds received with respect to the Securities, by wire, promptly after receipt. Additional disbursements shall be subject to the issuer providing the following documentation: (1) Subscription Accounting spreadsheet Spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by Escrow Agent; (2) Instruction Letter (as defined above) from Issuer; and (3) Such other certificates, notices or other documents as Escrow Agent shall reasonably require.