Common use of Deposits in Escrow Clause in Contracts

Deposits in Escrow. (a) The Company shall execute and deliver to Litle & Co., its credit card service Processor (“Processor”) written authorization and instruction in such form as may be required by Processor to cause all of the Company’s Receipts to be transferred and deposited into the Escrow Account until such time as the Notes have been paid in full. The authorization and instruction from the Company to the Processor shall be irrevocable for so long as any of the Notes are outstanding and unpaid. The Escrow Agent shall deposit and hold all Receipts in the Escrow Account at all times until such funds are disbursed therefrom in accordance with the terms hereof. The Company shall have the right to engage new Processors during the term hereof; provided that such successor Processor is subject to the same authorization and instruction. (b) The Company and REDACTED, as Placement Agent, shall jointly prepare and certify in writing to the Escrow Agent a schedule setting forth the name and address of each Lender and Note holder, including the principal amount of each Note held by such Lender (“Lender Schedule”). The Lender Schedule, when executed by both the Company and the Placement Agent, shall be conclusive and binding on all parties hereto. The Escrow Agent shall be permitted to rely upon the accuracy of such Lender Schedule and shall not be required to verify or confirm the accuracy thereof. (c) The Receipts in the form of cash or its equivalent are deemed deposited into the Escrow Account when delivered to the Escrow Agent. Any Receipts deposited in the form of a check, draft or similar instrument are deemed deposited only when such item is collected by the Escrow Agent (hereinafter, “Collected Funds”). (d) The Receipts shall be disbursed by the Escrow Agent from the Escrow Account by wire transfer of funds or by check payable to the appropriate distributee at the address set forth herein, with respect to the Company, and in accordance with the information provided to the Escrow Agent in the Lender Schedule pursuant to Section 1.3(b), with respect to each Lender.

Deposits in Escrow. (a) The Company shall execute and deliver to Litle & Co., its credit card service Processor (“Processor”) written authorization and instruction in such form as may be required by Processor to deposit or cause all of the Company’s Receipts to be transferred and deposited into with the Escrow Account until such time as Agent on or after the Notes have been paid date hereof, to be held in full. The authorization escrow under the terms of this Agreement, the Subscription Proceeds and instruction Administration Fee received from Subscribers (collectively the Company to the Processor shall be irrevocable for so long as any of the Notes are outstanding and unpaid“Escrow Funds”). The Escrow Agent shall have no responsibility for the Escrow Funds until such proceeds are actually received, clear through normal banking channels and constitute collected funds. The Escrow Agent shall have no duty to collect or seek to compel payment of any Escrow Funds, except to place such proceeds or instruments representing such proceeds for deposit and hold all Receipts in the payment through customary banking channels. Checks for Escrow Account at all times until such funds are disbursed therefrom in accordance with the terms hereof. The Company Funds furnished by Subscribers shall have the right to engage new Processors during the term hereof; provided that such successor Processor is subject to the same authorization and instructionbe made payable to: “CVEX, as Escrow Agent for Subscriber Representative for Priza Technologies.” (b) The Company and REDACTED, as Placement Agent, shall jointly prepare and certify in writing deliver or cause to be delivered to the Escrow Agent Agent, in a schedule setting forth form acceptable to the name Escrow Agent, schedules disclosing the name, address and address Tax Identification Number (as applicable) of each Lender of the Subscribers, and Note holder, including such other information as will enable the principal amount of each Note held by such Lender (“Lender Schedule”). The Lender Schedule, when executed by both the Company and the Placement Agent, shall be conclusive and binding on all parties hereto. The Escrow Agent shall be permitted to rely upon attribute to a particular Subscriber all Escrow Funds received by the accuracy of such Lender Schedule and shall not be required to verify or confirm the accuracy thereofEscrow Agent. (c) The Receipts in the form of cash or its equivalent are deemed deposited into the Escrow Account when delivered to the Escrow Agent. Any Receipts deposited in the form of a check, draft or similar instrument are deemed deposited only when such item is collected by the In no event shall Escrow Agent (hereinafterbe required to accept and hold in escrow pursuant to this Agreement Escrow Funds or other deposits pursuant to this Agreement in excess of $20,000,000. Escrow Agent shall promptly provide notice to Company and the Subscriber Representative if it intends to reject, “Collected Funds”refuse or return any funds pursuant to this Section 1(c). (d) The Receipts shall be disbursed by the Escrow Agent from the Escrow Account by wire transfer of funds or by check payable to the appropriate distributee at the address set forth herein, with respect to the Company, and in accordance with the information provided to the Escrow Agent in the Lender Schedule pursuant to Section 1.3(b), with respect to each Lender.

Deposits in Escrow. (a) The Company shall execute and deliver to Litle & Co., its credit card service Processor (“Processor”) written authorization and instruction in such form as may be required by Processor to cause all of the Company’s Receipts to be transferred and deposited into the Escrow Account until such time as the Notes have been paid in full. The authorization and instruction from the Company to the Processor shall be irrevocable for so long as any of the Notes are outstanding and unpaid. The Escrow Agent shall deposit and hold all Receipts in the Escrow Account at all times until such funds are disbursed therefrom in accordance with the terms hereof. The Company shall have the right to engage new Processors during the term hereof; provided that such successor Processor is subject to the same authorization and instruction. (b) The Company and REDACTED[Placement Agent], as Placement Agent, shall jointly prepare and certify in writing to the Escrow Agent a schedule setting forth the name and address of each Lender and Note holderNoteholder, including the principal amount of each Note held by such Lender (“Lender Schedule”). The Lender Schedule, when executed by both the Company and the [Placement Agent], shall be conclusive and binding on all parties hereto. The Escrow Agent shall be permitted to rely upon the accuracy of such Lender Schedule and shall not be required to verify or confirm the accuracy thereof. (c) The Receipts in the form of cash or its equivalent are deemed deposited into the Escrow Account when delivered to the Escrow Agent. Any Receipts deposited in the form of a check, draft or similar instrument are deemed deposited only when such item is collected by the Escrow Agent (hereinafter, “Collected Funds”). (d) The Receipts shall be disbursed by the Escrow Agent from the Escrow Account by wire transfer of funds or by check payable to the appropriate distributee at the address set forth herein, with respect to the Company, and in accordance with the information provided to the Escrow Agent in the Lender Schedule pursuant to Section 1.3(b), with respect to each Lender.

Deposits in Escrow. (a) The Company shall execute and deliver deposit or cause to Litle & Co.be deposited with the Escrow Agent, its credit card service Processor (“Processor”) written authorization and instruction to be held in such form as may be required by Processor to cause escrow under the terms of this Agreement, all proceeds received from the sale of the Company’s Receipts to be transferred and deposited into the Escrow Account until such time as the Notes have been paid in full. The authorization and instruction from the Company Shares to the Processor shall be irrevocable for so long as any of Subscribers (the Notes are outstanding and unpaid“Subscription Proceeds”). The Escrow Agent shall have no responsibility for Subscription Proceeds until such proceeds are actually received, clear through normal banking channels and constitute collected funds. The Escrow Agent shall have no duty to collect or seek to compel payment of any Subscription Proceeds, except to place such proceeds or instruments representing such proceeds for deposit and hold all Receipts payment through customary banking channels. Subscription Proceeds deposited hereunder shall be in the form of checks, drafts, or money orders payable to the order of the Escrow Account at all times until such funds are Agent. Subscription Proceeds furnished by Subscribers shall be made payable to: SunTrust Bank, as Escrow Agent for Stem Sales, Inc. (b) Until disbursed therefrom in accordance with the terms hereof. provisions of this Agreement, Subscription Proceeds and earnings thereon, if any, shall be held for the sole benefit of the Subscribers. (c) Subscription Proceeds shall be invested in obligations that constitute a “deposit” as that term is defined in Section 3(l) of the Federal Deposit Insurance Act. (d) The Company shall have the right to engage new Processors during the term hereof; provided that such successor Processor is subject to the same authorization and instruction. (b) The Company and REDACTED, as Placement Agent, shall jointly prepare and certify in writing deliver to the Escrow Agent Agent, in a schedule setting forth form acceptable to the Escrow Agent, schedules disclosing the name and address of each Lender and Note holderof the Subscribers, including the principal number of Shares subscribed for by each Subscriber, the Federal tax identification number of each of the Subscribers, the amount of Subscription Proceeds received from each Note held by Subscriber, and such Lender (“Lender Schedule”). The Lender Schedule, when executed by both other information as will enable the Company and the Placement Agent, shall be conclusive and binding on all parties hereto. The Escrow Agent shall be permitted to rely upon the accuracy of such Lender Schedule and shall not be required attribute to verify or confirm the accuracy thereof. (c) The Receipts in the form of cash or its equivalent are deemed deposited into the Escrow Account when delivered to a particular Subscriber all Subscription Proceeds received by the Escrow Agent. Any Receipts deposited in the form of a check, draft or similar instrument are deemed deposited only when such item is collected by the SunTrust Bank Escrow Agent (hereinafter, “Collected Funds”). (d) The Receipts shall be disbursed by the Services Subscription Escrow Agent from the Escrow Account by wire transfer of funds or by check payable to the appropriate distributee at the address set forth herein, with respect to the Company, and in accordance with the information provided to the Escrow Agent in the Lender Schedule pursuant to Section 1.3(b), with respect to each Lender.5.2014

Deposits in Escrow. (a) The Company LLC shall execute deposit or cause to be deposited with the Escrow Agent, to be held in escrow under the terms of this Agreement, all Subscription Proceeds received from SubscribersSubscription Proceeds. The Escrow Agent shall, subject to the terms and deliver conditions of this Agreement, and to Litle & Co.the extent not inconsistent with the terms hereof, its credit card service Processor the Escrow Agent’s customary procedures as set forth in the Escrow Agent’s applicable disclosures, establish an account in the name of the Subscriber Representative in which to hold the Subscription Proceeds (“ProcessorEscrow Account.”) written authorization and instruction in such form as may be required by Processor to cause all of The Escrow Agent shall have no responsibility for the Company’s Receipts to be transferred and deposited into the Escrow Account Subscription Proceeds until such time proceeds are actually received, cleared through customary banking channels and constitute collected and available funds as the Notes have been paid determined in full. The authorization and instruction from the Company to the Processor shall be irrevocable for so long as any of the Notes are outstanding and unpaidaccordance with Escrow Agent’s then current availability schedule (“Available Funds”). The Escrow Agent shall have no duty to collect or seek to compel payment of any Subscription Proceeds, except to place such proceeds or instruments representing such proceeds for deposit and hold all Receipts in the payment through customary banking channels. Subscription Proceeds shall be deposited with Escrow Account at all times until such funds are disbursed therefrom Agent via wire transfer in accordance with the terms hereof. The Company shall have the right written instructions provided to engage new Processors during the term hereof; provided that such successor Processor is subject to the same authorization and instructionSubscribers. (b) The Company and REDACTED, as Placement Agent, LLC shall jointly prepare and certify in writing to the Escrow Agent a schedule setting forth the name and address of each Lender and Note holder, including the principal amount of each Note held by such Lender (“Lender Schedule”). The Lender Schedule, when executed by both the Company and the Placement Agent, shall be conclusive and binding on all parties hereto. The Escrow Agent shall be permitted to rely upon the accuracy of such Lender Schedule and shall not be required to verify or confirm the accuracy thereof. (c) The Receipts in the form of cash or its equivalent are deemed deposited into the Escrow Account when delivered deliver to the Escrow Agent. Any Receipts deposited , in a form acceptable to the form Escrow Agent, schedules disclosing the name, address and Tax Identification Number (if applicable) of each of the Subscribers and such other information as will enable the Escrow Agent to verfiy the identity of the LLC and/or attribute to a check, draft or similar instrument are deemed deposited only when such item is collected particular Subscriber all Subscription Proceeds received by the Escrow Agent (hereinafter, “Collected Funds”)Agent. (d) The Receipts shall be disbursed by the Escrow Agent from the Escrow Account by wire transfer of funds or by check payable to the appropriate distributee at the address set forth herein, with respect to the Company, and in accordance with the information provided to the Escrow Agent in the Lender Schedule pursuant to Section 1.3(b), with respect to each Lender.