Common use of Disbursements from the Escrow Account Clause in Contracts

Disbursements from the Escrow Account. a. At such time as Escrow Agent has collected and deposited instruments of payment in the total amount of the Advance and Butler Gonzalez LLP has received xxxx Xxxxxx Xxxck from the Company which are to be issued to the Investor pursuant to the Equity Line of Credit Agreement, Butler Gonzalez LLP shall notify thx Xxxxxxx xxx xhe Investor. The Escrow Agent will continue to hold such funds until the Investor and Company execute and deliver a Joint Written Direction directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint Written Direction at which time the Escrow Agent shall wire the Escrow Funds to the Company. In disbursing such funds, Escrow Agent is authorized to rely upon such Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor that Escrow Agent already has on file. Simultaneous with delivery of the executed Joint Written Direction to the Escrow Agent the Investor and Company shall execute and deliver a Common Stock Joint Written Direction to Butler Gonzalez LLP directing Bxxxxx Xxxxxxxx LLP to release to xxx Xxxxxxxx xxx shares of the Company's Common Stock. In releasing such shares of Common Stock Butler Gonzalez LLP is authorized xx xxxx xxxx xxxh Common Stock Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor Butler Gonzalez LLP has on file. Xx xxx event the Escrow Agent does not receive the amount of the Advance from the Investor, the Escrow Agent shall notify the Company and the Investor. In the event Butler Gonzalez LLP does not receivx xxx xxxxxx xx Common Stock to be purchased by the Investor Butler Gonzalez LLP shall notify xxx Xxxxxxx xxx the Investor. In the event that the Escrow Agent is advised by Butler Gonzalez LLP that the Commxx Xxxxx xxx xxx been received from the Company, in no event will the Escrow Funds be released to the Company until such shares are received by Butler Gonzalez LLP. For purposes xx xxxx Xxxxxxent, the term "Common Stock certificates" shall mean Common Stock certificates to be purchased pursuant to the respective Advance Notice pursuant to the Equity Line of Credit Agreement.

Disbursements from the Escrow Account. a. At such time as Escrow Agent has collected and deposited instruments of payment in the total amount of the Advance and Butler Gonzalez LLP has received xxxx Xxxxxx Xxxck such Common Stock via overnight mail or D.W.A.C from the Company which are to be issued to the Investor pursuant to the Standby Equity Line of Credit Distribution Agreement, Butler Gonzalez LLP the Escrow Agent shall notify thx Xxxxxxx xxx xhe the Company and the Investor. The Escrow Agent will continue to hold such funds until the Investor and Company execute and deliver a Joint Written Direction directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint Written Direction at which time the Escrow Agent shall wire the Escrow Funds to the Company. In disbursing such funds, Escrow Agent is authorized to rely upon such Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor that Escrow Agent already has on file. Simultaneous with delivery of the executed Joint Written Direction to the Escrow Agent the Investor and Company shall execute and deliver a Common Stock Joint Written Direction to Butler Gonzalez LLP the Escrow Agent directing Bxxxxx Xxxxxxxx LLP the Escrow Agent to release via overnight mail or D.W.A.C to xxx Xxxxxxxx xxx the Investor the shares of the Company's ’s Common Stock. In releasing such shares of Common Stock Butler Gonzalez LLP the Escrow Agent is authorized xx xxxx xxxx xxxh to rely upon such Common Stock Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from that the Investor Butler Gonzalez LLP Escrow Agent has on file. Xx xxx In the event the Escrow Agent does not receive the amount of the Advance from the InvestorInvestor or the shares of Common Stock to be purchased by the Investor from the Company, the Escrow Agent shall notify the Company and the Investor. In the event Butler Gonzalez LLP does that the Escrow Agent has not receivx xxx xxxxxx xx received the Common Stock to be purchased by the Investor Butler Gonzalez LLP shall notify xxx Xxxxxxx xxx the Investor. In the event that the Escrow Agent is advised by Butler Gonzalez LLP that the Commxx Xxxxx xxx xxx been received from the Company, in no event will the Escrow Funds be released to the Company until such shares are received by Butler Gonzalez LLPthe Escrow Agreement. For purposes xx xxxx Xxxxxxentof this Agreement, the term "“Common Stock certificates" ” shall mean Common Stock certificates to be purchased pursuant to the respective Advance Notice pursuant to the Standby Equity Line of Credit Distribution Agreement.

Disbursements from the Escrow Account. a. At such time as Escrow Agent has collected and deposited instruments of payment in the total amount of the Advance and Butler Gonzalez LLP has received xxxx Xxxxxx Xxxck Xxock via D.W.A.C from the Company which are to be issued to the Investor pursuant to the Equity Line of Credit Agreement, Butler Gonzalez LLP shall notify thx xxx Xxxxxxx xxx xhe xxd the Investor. The Escrow Agent will continue to hold such funds until the Investor and Company execute and deliver a Joint Written Direction directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint Written Direction at which time the Escrow Agent shall wire the Escrow Funds to the Company. In disbursing such funds, Escrow Agent is authorized to rely upon such Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor that Escrow Agent already has on file. Simultaneous with delivery of the executed Joint Written Direction to the Escrow Agent the Investor and Company shall execute and deliver a Common Stock Joint Written Direction to Butler Gonzalez LLP directing Bxxxxx Xxxxxxxx Xxxxxx Xxxxxxxz LLP to release to xxx Xxxxxxxx xxx vxx X.X.X.X xx xxe Investor the shares of the Company's Common Stock. In releasing such shares of Common Stock Butler Gonzalez LLP is authorized authorizex xx xxxx xxxx xxxh xuch Common Stock Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor Butler Gonzalez LLP has on file. Xx xxx xxe event the Escrow Agent does not receive the amount of the Advance from the Investor, the Escrow Agent shall notify the Company and the Investor. In the event Butler Gonzalez LLP does not receivx recexxx xxx xxxxxx xx of Common Stock to be purchased by the Investor Butler Gonzalez LLP shall notify notifx xxx Xxxxxxx xxx xxd the Investor. In the event that the Escrow Agent is advised by Butler Gonzalez LLP that the Commxx Coxxxx Xxxxx xxx xxx xot been received from the Company, in no event will the Escrow Funds be released to the Company until such shares are received by Butler Gonzalez LLP. For purposes purposxx xx xxxx XxxxxxentXxxxement, the term "Common Stock certificates" shall mean Common Stock certificates to be purchased pursuant to the respective Advance Notice pursuant to the Equity Line of Credit Agreement.

Disbursements from the Escrow Account. a. At For each Advance at such time as Escrow Agent has collected and deposited instruments of payment in received the total amount of the Advance and Butler Gonzalez LLP has received xxxx Xxxxxx Xxxck the applicable number of shares of Common Stock via D.W.A.C from the Company which are to be issued to the Investor pursuant to the Standby Equity Line of Credit Distribution Agreement, Butler Gonzalez LLP the Escrow Agent shall notify thx Xxxxxxx xxx xhe the Company and the Investor. The Escrow Agent will continue to hold such funds until the Investor and Company execute and deliver a Joint Written Direction directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint Written Direction at which time the Escrow Agent shall wire the Escrow Funds to the Company. In disbursing such funds, Escrow Agent is authorized to rely upon such Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement or provided by the Company in a written notice signed by the person signing this Agreement and any signature from the Investor that Escrow Agent already has on file. Simultaneous with delivery of the executed Joint Written Direction to the Escrow Agent the Investor and Company shall execute and deliver a Common Stock Joint Written Direction to Butler Gonzalez LLP the Escrow Agent directing Bxxxxx Xxxxxxxx LLP the Escrow Agent to release via D.W.A.C to xxx Xxxxxxxx xxx the Investor the shares of the Company's Common Stock. In releasing such shares of Common Stock Butler Gonzalez LLP the Escrow Agent is authorized xx xxxx xxxx xxxh to rely upon such Common Stock Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor Butler Gonzalez LLP Escrow Agent has on filefile or provided by the Company in a written notice signed by the person signing this Agreement. Xx xxx In the event the Escrow Agent does not receive the amount of the an Advance from the InvestorInvestor or the shares of Common Stock to be purchased by the Investor from the Company by the date of a scheduled Closing, the Escrow Agent shall notify the Company and the Investor. In the event Butler Gonzalez LLP does that the Escrow Agent has not receivx xxx xxxxxx xx received the shares of Common Stock to be purchased by the Investor Butler Gonzalez LLP shall notify xxx Xxxxxxx xxx the Investor. In the event that the Escrow Agent is advised by Butler Gonzalez LLP that the Commxx Xxxxx xxx xxx been received from the CompanyCompany by the date of a scheduled Closing, in no event will the Escrow Funds be released to the Company until such shares are received by Butler Gonzalez LLP. For purposes xx xxxx Xxxxxxent, the term "Common Stock certificates" shall mean Common Stock certificates to be purchased pursuant to the respective Advance Notice pursuant to the Equity Line of Credit Escrow Agreement.

Disbursements from the Escrow Account. a. (a) At such time as Escrow Agent has collected and deposited instruments of payment in the total amount of the Advance and Butler Gonzalez LLP the Investors counsel, Investors Counsel, has received xxxx Xxxxxx Xxxck such Common Stock via D.W.A.C from the Company which are to be issued to the Investor Investors pursuant to the Equity Line of Credit Agreement, Butler Gonzalez LLP Investors Counsel shall notify thx Xxxxxxx xxx xhe Investorthe Company and the Investors. The Escrow Agent will continue to hold such funds until the Investor Investors and Company execute and deliver a Joint Written Direction directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint Written Direction at which time the Escrow Agent shall wire the Escrow Funds to the Company. In disbursing such funds, Escrow Agent is authorized to rely upon such Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor Investors that Escrow Agent already has on file. Simultaneous with delivery of the executed Joint Written Direction to the Escrow Agent the Investor Investors and Company shall execute and deliver a Common Stock Joint Written Direction to Butler Gonzalez LLP Investors Counsel directing Bxxxxx Xxxxxxxx LLP Investors Counsel to release via D.W.A.C to xxx Xxxxxxxx xxx the Investors the shares of the Company's Common Stock. In releasing such shares of Common Stock Butler Gonzalez LLP Investors Counsel is authorized xx xxxx xxxx xxxh to rely upon such Common Stock Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor Butler Gonzalez LLP Investors Counsel has on file. Xx xxx In the event the Escrow Agent does not receive the amount of the Advance from the InvestorInvestors, the Escrow Agent shall notify the Company and the InvestorInvestors. In the event Butler Gonzalez LLP Investors Counsel does not receivx xxx xxxxxx xx receive the shares of Common Stock to be purchased by the Investor Butler Gonzalez LLP Investors Counsel shall notify xxx Xxxxxxx xxx the InvestorCompany and the Investors. In the event that the Escrow Agent is advised by Butler Gonzalez LLP the Investors Counsel Investors Counsel that the Commxx Xxxxx xxx xxx Common Stock has not been received from the Company, in no event will the Escrow Funds be released to the Company until such shares are received by Butler Gonzalez LLP. For purposes xx xxxx Xxxxxxent, the term "Common Stock certificates" shall mean Common Stock certificates to be purchased pursuant to the respective Advance Notice pursuant to the Equity Line of Credit AgreementInvestors 's Counsel.

Disbursements from the Escrow Account. a. At such time as Escrow Agent has collected and deposited instruments of payment in the total amount of the Advance and Butler Gonzalez LLP has received xxxx Xxxxxx Xxxck such Common Stock via physical certificates or via D.W.A.C from the Company which are to be issued to the Investor pursuant to the Standby Equity Line of Credit Distribution Agreement, Butler Gonzalez LLP the Escrow Agent shall notify thx Xxxxxxx xxx xhe the Company and the Investor. The Escrow Agent will continue to hold such funds until the Investor and Company execute and deliver a Joint Written Direction directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint Written Direction at which time the Escrow Agent shall wire the Escrow Funds to the Company. In disbursing such funds, Escrow Agent is authorized to rely upon such Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor that Escrow Agent already has on file. Simultaneous with delivery of the executed Joint Written Direction to the Escrow Agent the Investor and Company shall execute and deliver a Common Stock Joint Written Direction to Butler Gonzalez LLP the Escrow Agent directing Bxxxxx Xxxxxxxx LLP the Escrow Agent to release via D.W.A.C to xxx Xxxxxxxx xxx the Investor the shares of the Company's Common Stock. In releasing such shares of Common Stock Butler Gonzalez LLP the Escrow Agent is authorized xx xxxx xxxx xxxh to rely upon such Common Stock Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor Butler Gonzalez LLP Escrow Agent has on file. Xx xxx In the event the Escrow Agent does not receive the amount of the Advance from the InvestorInvestor or the shares of Common Stock to be purchased by the Investor from the Company, the Escrow Agent shall notify the Company and the Investor. In the event Butler Gonzalez LLP does that the Escrow Agent has not receivx xxx xxxxxx xx received the Common Stock to be purchased by the Investor Butler Gonzalez LLP shall notify xxx Xxxxxxx xxx the Investor. In the event that the Escrow Agent is advised by Butler Gonzalez LLP that the Commxx Xxxxx xxx xxx been received from the Company, in no event will the Escrow Funds be released to the Company until such shares are received by Butler Gonzalez LLPthe Escrow Agreement. For purposes xx xxxx Xxxxxxentof this Agreement, the term "Common Stock certificates" shall mean Common Stock certificates to be purchased pursuant to the respective Advance Notice pursuant to the Standby Equity Line of Credit Distribution Agreement.

Disbursements from the Escrow Account. a. At such time as Escrow Agent has collected and deposited instruments of payment in In the total amount of the Advance and Butler Gonzalez LLP has received xxxx Xxxxxx Xxxck from the Company which are to be issued to the Investor pursuant to the Equity Line of Credit Agreement, Butler Gonzalez LLP shall notify thx Xxxxxxx xxx xhe Investor. The Escrow Agent will continue to hold such funds until the Investor and Company execute and deliver a Joint Written Direction directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint Written Direction at which time the Escrow Agent shall wire the Escrow Funds to the Company. In disbursing such funds, Escrow Agent is authorized to rely upon such Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor that Escrow Agent already has on file. Simultaneous with delivery of the executed Joint Written Direction to the Escrow Agent the Investor and Company shall execute and deliver a Common Stock Joint Written Direction to Butler Gonzalez LLP directing Bxxxxx Xxxxxxxx LLP to release to xxx Xxxxxxxx xxx shares of the Company's Common Stock. In releasing such shares of Common Stock Butler Gonzalez LLP is authorized xx xxxx xxxx xxxh Common Stock Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor Butler Gonzalez LLP has on file. Xx xxx event the Escrow Agent does not receive the amount Minimum and instructions from Issuer to release funds from the Escrow Account on or prior to the termination of the Advance from the InvestorEscrow Period, the Escrow Agent shall notify terminate escrow and make a full and prompt return of funds in the Company and Escrow Account so that refunds are made to each Subscriber via wire or check in the Investorexact amount received from said Subscriber, without deduction, penalty, or expense to Subscriber. In the event Butler Gonzalez LLP does not receivx xxx xxxxxx xx Common Stock Escrow Agent receives cleared funds for at least the Minimum prior to be purchased the termination of the Escrow Period and Escrow Agent receives a written instruction from Issuer, Escrow Agent shall, pursuant to those instructions, pay such Escrow Amount for all accepted subscriptions pursuant to the instructions of Issuer, but subject to Escrow Agent’s rights concerning Return Period funds (defined as the time period the Subscriber has to seek a return of funds, or to seek to avoid liability for the funds by claiming the Investor Butler Gonzalez LLP transaction was unauthorized) (“First Closing”). After the First Closing, with respect to any additional collected funds received from Subscribers and held by Escrow Agent prior to the termination date, Escrow Agent shall, upon receipt of written instructions from Issuer, including identifying additional participating Subscribers and the corresponding Escrow Amount, pay such Escrow Amount specified in the written instructions, but subject to Escrow Agent’s rights concerning Return Period funds (discussed above). 2-10-17 PTG Escrow Services Agreement (Title II and IV) Issuer acknowledges that there is at least a 24 hour (one business day) processing time once a request has been received to break Escrow or otherwise move funds. This is to accommodate the time needed to compare the request to the offering documents and to prepare funds for disbursement. Issuer’s instructions to Escrow Agent shall notify xxx Xxxxxxx xxx certify that all conditions set forth in the InvestorOffering Statement for release of funds have been met for a closing of the Offering and include a schedule of deductions from the Escrow Account for any fees and expenses related to the Offering (as set forth in this Agreement) from the gross proceeds of the Escrow Account prior to remitting such funds, if and when due, to Issuer. In the event that the Escrow Agent is advised hereby directed to remit such funds as directed by Butler Gonzalez LLP that Issuer directly to the Commxx Xxxxx xxx xxx been received from appropriate parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted pursuant to Issuer’s instructions to brokers and other Parties, and does not include interest earned or accumulated in the CompanyEscrow Account) will then be remitted to Issuer as described above. Escrow Agent may rely solely upon any account numbers or similar identifying data provided by the Issuer or Subscribers to identify (a) a beneficiary, in no event will (b) a beneficiary’s bank, or (c) an intermediary bank. Escrow Agent may apply any of the Escrow Funds be released to the Company until for any payment order it executes using any such shares are received by Butler Gonzalez LLP. For purposes xx xxxx Xxxxxxent, the term "Common Stock certificates" shall mean Common Stock certificates to be purchased pursuant to the respective Advance Notice pursuant to the Equity Line of Credit Agreementidentifying number or data.

Disbursements from the Escrow Account. a. At such time as the Escrow Agent has collected and deposited instruments of payment in the total amount of the Advance and Butler Gonzalez LLP the Investor's Counsel has received xxxx Xxxxxx Xxxck has received physical share certificates representing such Common Stock from the Company which are to be issued to the Investor pursuant to the Equity Line of Credit Agreement, Butler Gonzalez LLP the Escrow Agent and Investor's Counsel shall notify thx Xxxxxxx xxx xhe Investorthe Company and the Investor of such receipt of monies or common stock as applicable. The Escrow Agent will continue to hold such funds until the Investor and Company execute and deliver a Joint Written Direction directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint Written Direction at which time the Escrow Agent shall wire the Escrow Funds to the Company. In disbursing such funds, the Escrow Agent is authorized to rely upon such Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor that the Escrow Agent already has on file. Simultaneous with delivery of the executed Joint Written Direction to the Escrow Agent the Investor and Company shall execute and deliver a Common Stock Joint Written Direction to Butler Gonzalez LLP Investor's Counsel directing Bxxxxx Xxxxxxxx LLP Investor's Counsel to release by delivery of share certificates, to xxx Xxxxxxxx xxx the Investor the shares of the Company's Common Stock. In releasing such shares of Common Stock Butler Gonzalez LLP Investor's Counsel is authorized xx xxxx xxxx xxxh to rely upon such Common Stock Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor Butler Gonzalez LLP Investor's Counsel has on file. Xx xxx In the event the Escrow Agent does not receive the amount of the Advance from the Investor, the Escrow Agent shall notify the Company and the Investor. In the event Butler Gonzalez LLP the Investor's Counsel does not receivx xxx xxxxxx xx receive the shares of Common Stock to be purchased by the Investor Butler Gonzalez LLP Investor, the Investor's Counsel shall notify xxx Xxxxxxx xxx the Company and the Investor. In the event that the Escrow Agent is advised by Butler Gonzalez LLP the Investor's Counsel that the Commxx Xxxxx xxx xxx Common Stock has not been received from the Company, in no event will the Escrow Funds be released to the Company until such shares are received by Butler Gonzalez LLPthe Investor's Counsel. For purposes xx xxxx Xxxxxxentof this Agreement, the term "Common Stock certificatesCertificates" shall mean Common Stock certificates to be purchased pursuant to the respective Advance Notice pursuant to the Equity Line of Credit Agreement.

Disbursements from the Escrow Account. a. At such time as the Escrow Agent has collected and deposited instruments of payment in the total amount of the Advance and Butler Gonzalez LLP the Investor's Counsel has received xxxx Xxxxxx Xxxck has received physical share certificates representing such Common Stock from the Company which are to be issued to the Investor pursuant to the Equity Line of Credit Agreement, Butler Gonzalez LLP the Escrow Agent and Investor's Counsel shall notify thx Xxxxxxx xxx xhe Investorthe Company and the Investor of such receipt of monies or common stock as applicable. The Escrow Agent will continue to hold such funds until the Investor and Company execute and deliver a Joint Written Direction directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint Written Direction at which time the Escrow Agent shall wire the Escrow Funds to the Company. In disbursing such funds, the Escrow Agent is authorized to rely upon such Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor that the Escrow Agent already has on file. Simultaneous with delivery of the executed Joint Written Direction to the Escrow Agent the Investor and Company shall execute and deliver a Common Stock Joint Written Direction to Butler Gonzalez LLP Investor's Counsel directing Bxxxxx Xxxxxxxx LLP Investor's Counsel to release by delivery of share certificates, to xxx Xxxxxxxx xxx the Investor the shares of the Company's Common Stock. In releasing such shares of Common Stock Butler Gonzalez LLP Investor's Counsel is authorized xx xxxx xxxx xxxh to rely upon such Common Stock Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor Butler Gonzalez LLP Investor's Counsel has on file. Xx xxx In the event the Escrow Agent does not receive the amount of the Advance from the Investor, the Escrow Agent shall notify the Company and the Investor. In the event Butler Gonzalez LLP the Investor's Counsel does not receivx xxx xxxxxx xx receive the shares of Common Stock to be purchased by the Investor Butler Gonzalez LLP Investor, the Investor's Counsel shall notify xxx Xxxxxxx xxx the Company and the Investor. In the event that the Escrow Agent is advised by Butler Gonzalez LLP the Investor's Counsel that the Commxx Xxxxx xxx xxx Common Stock has not been received from the Company, in no event will the Escrow Funds be released to the Company until such shares are received by Butler Gonzalez LLPthe Investor's Counsel. For purposes xx xxxx Xxxxxxentof this Agreement, the term "Common Stock certificatesCertificates" shall mean Common Stock certificates to be purchased pursuant to the respective Advance Notice pursuant to the Equity Line of Credit Agreement.

Disbursements from the Escrow Account. a. At such time as Escrow Agent has collected and deposited instruments of payment in the total amount of the Advance and Butler Gonzalez LLP the Investor's Counsel has received xxxx Xxxxxx Xxxck such Common Stock via D.W.A.C from the Company which are to be issued to the Investor pursuant to the Equity Line of Credit Agreement, Butler Gonzalez LLP Investor's Counsel shall notify thx Xxxxxxx xxx xhe the Company and the Investor. The Escrow Agent will continue to hold such funds until the Investor and Company execute and deliver a Joint Written Direction directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint Written Direction at which time the Escrow Agent shall wire the Escrow Funds to the Company. In disbursing such funds, Escrow Agent is authorized to rely upon such Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor that Escrow Agent already has on file. Simultaneous with delivery of the executed Joint Written Direction to the Escrow Agent the Investor and Company shall execute and deliver a Common Stock Joint Written Direction to Butler Gonzalez LLP Investor's Counsel directing Bxxxxx Xxxxxxxx LLP Investor's Counsel to release via D.W.A.C to xxx Xxxxxxxx xxx the Investor the shares of the Company's Common Stock. In releasing such shares of Common Stock Butler Gonzalez LLP Investor's Counsel is authorized xx xxxx xxxx xxxh to rely upon such Common Stock Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor Butler Gonzalez LLP Investor's Counsel has on file. Xx xxx In the event the Escrow Agent does not receive the amount of the Advance from the Investor, the Escrow Agent shall notify the Company and the Investor. In the event Butler Gonzalez LLP Investor's Counsel does not receivx xxx xxxxxx xx receive the shares of Common Stock to be purchased by the Investor Butler Gonzalez LLP Investor's Counsel shall notify xxx Xxxxxxx xxx the Company and the Investor. In the event that the Escrow Agent is advised by Butler Gonzalez LLP the Investor's Counsel that the Commxx Xxxxx xxx xxx Common Stock has not been received from the Company, in no event will the Escrow Funds be released to the Company until such shares are received by Butler Gonzalez LLPthe Investor's Counsel. For purposes xx xxxx Xxxxxxentof this Agreement, the term "Common Stock certificates" shall mean Common Stock certificates to be purchased pursuant to the respective Advance Notice pursuant to the Equity Line of Credit Agreement.