Common use of Escrow Arrangements; Form of Payment Clause in Contracts

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closing, the aggregate proceeds of the sale of the Secured Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XX, P.A., as escrow agent (the “Escrow Agent”), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the “Escrow Agreement”). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Dates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow at each Closing by wire transfer of immediately available funds and (ii) the Company shall deliver to each Buyer, Secured Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingClosings, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XXXxxxxxxx, P.A.Esq., as escrow agent (the “"Escrow Agent”"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the “Escrow Agreement”). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Dates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), minus a structuring fee of $10,000 to the fees and expenses as set forth herein Buyer pursuant to Section 4(g) hereof, which shall be paid directly from the gross proceeds of the First Closing held in escrow at each Closing escrow, by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closing, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XXWachovia Bank, P.A.N.A., as escrow agent (the “"Escrow Agent”"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the “"Escrow Agreement”"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow at each Closing of, Butler Gonzalez, by wire transfer of immediately trxxxxxx xx xxxxxiately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closing, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto hereto, plus the fees and expenses of the Yorkville Advisors Management, LLC (the "CONSULTANT"), shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XX, P.A.First Union National Bank, as escrow agent (the “Escrow Agent”"ESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) Consultant and the Escrow Agent in the form attached hereto as Exhibit B (the “Escrow Agreement”"ESCROW AGREEMENT"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from of the gross proceeds held in escrow at each Closing Consultant, by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closing, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto hereto, plus the fees and expenses of the Yorkville Advisors Management, LLC (the "Consultant"), shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XX, P.A.First Union National Bank, as escrow agent (the “"Escrow Agent”"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) Consultant and the Escrow Agent in the form attached hereto as Exhibit B (the “"Escrow Agreement”"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from of the gross proceeds held in escrow at each Closing Consultant, by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) the Buyer and pending the Closing, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) the Buyer pursuant hereto hereto, plus the fees and expenses of the Buyer and Xxxxxx Xxxxxxxx LLP, shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XXWachovia Bank, P.A.N.A., as escrow agent (the “"Escrow Agent”"), pursuant to the terms of an escrow agreement the Escrow Agreement between the Company, the Buyer(s) Buyer and the Escrow Agent in the form attached hereto as Exhibit B (the “Escrow Agreement”). D. Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company's lawyers, Clark, Wilson, Barristers and Solicitors, in accordance with the wiring instructions attached hereto as Schedule II, on behalf of the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), the Buyer at the Closing minus the fees and expenses as set forth herein which shall be paid directly from of the gross proceeds held in escrow at each Closing Buyer and Xxxxxx Xxxxxxxx LLP, by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each the Buyer, Secured Convertible Debentures which such Buyer(s) the Buyer is purchasing in amounts indicated opposite such the Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closing, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto hereto, plus the fees and expenses of the Placement Agent, shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XX, P.A.First Union National Bank, as escrow agent (the “"Escrow Agent”"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) Placement Agent and the Escrow Agent in the form attached hereto as Exhibit B (the “"Escrow Agreement”"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from of the gross proceeds held in escrow at each Closing Placement Agent, by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingClosings, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XX, P.A., as escrow agent (the “Escrow Agent”), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the “Escrow Agreement”). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Dates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow at each Closing by wire transfer of immediately available funds and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingClosings, the aggregate proceeds of Subscription Amount for the sale of the Secured Debentures to Buyer(s) pursuant hereto First Closing shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XX, P.A., as escrow agent (the “Escrow Agent”), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the “Escrow Agreement”). Subject to the satisfaction of the terms and conditions of this Agreement, on the each Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow escrow, at each Closing by wire transfer of immediately available funds funds, and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing on such Closing Date in amounts indicated opposite such Buyer’s name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingClosings, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XX, P.A.Xxxxxx Xxxxxxxx LLP, as escrow agent (the “"Escrow Agent”"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the “Escrow Agreement”). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Dates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), minus the fees a structuring fee of $15,000 and expenses as set forth herein a $75,000 holdback pursuant to Section 4(g) hereof, which shall be paid directly from the gross proceeds of the Closing held in escrow at each Closing by wire transfer of immediately available funds escrow, and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closing, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XXXxxxxxxx, P.A.Esq., as escrow agent (the “"Escrow Agent”"), pursuant to the terms of an and escrow agreement between the -------------- Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the “"Escrow Agreement”"). Subject to the satisfaction of the terms and --------- ------------------ conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein pursuant to Section 4(g) hereof, which shall be paid directly from the gross proceeds of the Closing held in escrow at each Closing by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closing, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto hereto, plus the fees and expenses of the Buyer and their counsel, Butler Gonzalez LLP, shall be deposited in a non-interest bearing escrow account bearinx xxxxxx xxxxxnt with Xxxxx X. Xxxxxxx XX, P.A.First Union National Bank, as escrow agent (the “Escrow Agent”"ESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) Buyer and the Escrow Agent in the form attached hereto as Exhibit B (the “Escrow Agreement”"ESCROW AGREEMENT"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from of the gross proceeds held in escrow at each Closing Buyer and their counsel, by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingClosings, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing an escrow account with Xxxxx X. Xxxxxxx XXJames G. Dodrill II, P.A., as escrow agent (the “"Escrow Agent”"), pursuant to the terms of pursxxxx xx xxx xxxxx xf an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the “"Escrow Agreement”"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow at each the Closing by wire transfer of immediately available funds and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingClosings, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XX, P.A.Xxxxxx Xxxxxxxx LLP, as escrow agent (the “Escrow Agent”"ESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit EXHIBIT B (the “Escrow Agreement”"ESCROW AGREEMENT"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Dates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein of Xxxxxx Xxxxxxxx LLP of which Ten Thousand Dollars ($10,000) which sum shall be paid directly from the gross proceeds held in escrow at each for distribution upon the First Closing by wire transfer of immediately available funds , and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingClosings, the aggregate proceeds of the sale of the Secured Debentures to Buyer(s) pursuant hereto $1,250,000 shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XXGottbetter & Partners, P.A., LLP as escrow agent (the “Escrow Agent”), pursuant to the terms of the Escrow Agreement. If the conditions in Sections 7 and 8 and as set forth herein for the Second Closing are satisfied, an escrow agreement between the Company, the Buyer(s) and additional $2,000,000 shall be deposited in a non-interest bearing account with the Escrow Agent one business day prior to the Second Closing Date. If the conditions in Sections 7 and 8 and as set forth herein for the form attached hereto as Exhibit B (Third Closing are satisfied, an additional $750,000 shall be deposited in a non-interest bearing account with the “Escrow Agreement”)Agent one business day prior to the Third Closing Date. Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Dates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures and Warrants to be issued and sold to such Buyer(s) minus the unpaid origination fee owed to the Buyer(s), minus the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow at each Closing by wire transfer of immediately available funds and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s name on Schedule I, duly executed on behalf of the CompanyCompany and the Warrants which such Buyer(s) is purchasing in numbers indicated opposite such Buyer’s name on Schedule I. 2.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closing, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XX, P.A.Xxxxxx Xxxxxxxx LLP, as escrow agent (the “Escrow Agent”"ESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit EXHIBIT B (the “Escrow Agreement”"ESCROW AGREEMENT"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company Trust Account of Xxxxxxxxxxx & Xxxxxxxx LLP in accordance with the terms of the Escrow Agreement Agreement, such aggregate proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow at each Closing Section 4(g) hereof by wire transfer of immediately available funds in accordance with Xxxxxxxxxxx & Xxxxxxxx'x written wire instructions, and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closing, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XX, P.A.Bxxxxx Xxxxxxxx LLP, as escrow agent (the “Escrow Agent”), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the “Escrow Agreement”). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), minus a structuring fee of $50,000 to the fees and expenses as set forth herein Buyer pursuant to Section 4(g) hereof, which shall be paid directly from the gross proceeds of the Closing held in escrow at each Closing escrow, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by ---------------------------------------- Buyer(s) and pending the ClosingClosings, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XXDavid Gonzalez, P.A.Esq., as escrow agent (the “"Escrow Agent”"), pursuant to the terms pursuaxx xx xxx xxxxs of an escrow agreement between the ------------- Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the “"Escrow Agreement”"). Subject to the satisfaction of the terms ---- ---------------- and conditions of this Agreement, on the Closing Dates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow at each Closing by wire transfer of immediately available funds ) and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingClosings, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-non interest bearing escrow account with Xxxxx X. Xxxxxxx XX, P.A., as escrow agent (the “Escrow Agent”), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the “Escrow Agreement”). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow at each the Closing by wire transfer of immediately available funds and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closing, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XX, P.A., as escrow agent (the “Escrow Agent”), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the “Escrow Agreement”). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Dates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow at each Closing by wire transfer of immediately available funds and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closing, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto hereto, plus the fees and expenses of the Buyer and their counsel, Butler Gonzalez LLP, shall be deposited in a non-interest bearing escrow account xxxxxx xxxxxxt with Xxxxx X. Xxxxxxx XX, P.A.First Union National Bank, as escrow agent (the “Escrow Agent”"ESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) Buyer and the Escrow Agent in the form attached hereto as Exhibit B (the “Escrow Agreement”"ESCROW AGREEMENT"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from of the gross proceeds held in escrow at each Closing Buyer and their counsel, by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingClosings, the aggregate proceeds of Subscription Amount for the sale of the Secured Debentures to Buyer(s) pursuant hereto First Closing shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XX, P.A., as escrow agent (the “"Escrow Agent”"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the “Escrow Agreement”). Subject to the satisfaction of the terms and conditions of this Agreement, on the each Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow escrow, at each Closing by wire transfer of immediately available funds funds, and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing on such Closing Date in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closing, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto hereto, plus the fees and expenses of the Buyer and Butler Gonzalez LLP, shall be deposited in a dxxxxxxxx xx x non-interest bearing escrow account with Xxxxx X. Xxxxxxx XXWachovia, P.A.N.A., as escrow agent (the “Escrow Agent”"ESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit EXHIBIT B (the “Escrow Agreement”"ESCROW AGREEMENT"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from of the gross proceeds held in escrow at each Closing Buyer(s), Butler Gonzalez and the retainer of Xxxxxxxxxxx & Lockhart LLP, by wire transfer wixx xxxxxxxr of immediately xxxxxxately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingClosings, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XXDavid Gonzalez, P.A.Esq., as escrow agent (the “"Escrow Agent”"), pursuant to the terms xx xxx xxxxx of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the “Escrow Agreement”). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Dates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), minus a structuring fee of Ten Thousand Dollars ($10,000) to the fees and expenses as set forth herein which Buyer pursuant to Section 4(g) hereof, shall be paid directly from the gross proceeds of the First Closing held in escrow at , each Closing by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closing, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account escrowaccount with Xxxxx X. Xxxxxxx XX, P.A., as escrow agent (the “Escrow Agent”), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the “Escrow Agreement”). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Dates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow at each Closing by wire transfer of immediately available funds and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s name on Schedule I, duly executed on behalf of the Company.. EXHIBIT 10.1 - continued

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingClosings, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XXDavid Gonzalez, P.A.Esq., as escrow agent (the “"Escrow Agent”"), pursuant to the terms pursuaxx xx xxx xxxxs of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the “"Escrow Agreement”"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow at each Closing by wire transfer of immediately available funds ) and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingClosings, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XX, P.A.Xxxxxx and Xxxxxx LLP, as escrow agent (the “"Escrow Agent”"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the “"Escrow Agreement”"). Subject to the satisfaction of the terms and conditions of this Agreement, on the first business day following the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein of Xxxxxx and Jaclin, LLP of Ten Thousand Dollars ($10,000) which shall be paid directly from the gross proceeds held in escrow at each of the Closing by funds in accordance with the Company's written wire transfer of immediately available funds instructions, and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closing, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto hereto, plus the fees and expenses of the Buyer and their counsel, Butler Gonzalez LLP, shall be deposited in a nondexxxxxxx xx x xxx-interest bearing escrow account with Xxxxx X. Xxxxxxx XX, P.A.First Union National Bank, as escrow agent (the “"Escrow Agent”"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) Buyer and the Escrow Agent in the form attached hereto as Exhibit B (the “"Escrow Agreement”"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from of the gross proceeds held in escrow at each Closing Buyer and their counsel, by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingClosings, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XXDavid Gonzalez, P.A.Esq., as escrow agent (the “"Escrow Agent”"), pursuant to the terms xx xxx xxxxx of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the “"Escrow Agreement”"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Dates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein due diligence fee of Two Thousand Five Hundred Dollars ($2,500) which shall be paid directly from the gross proceeds held in escrow at each of the First Closing by wire transfer of immediately available funds and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closing, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto hereto, less the fees and expenses of the Placement Agents, shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XX, P.A.First Union National Bank, as escrow agent (the “"Escrow Agent”"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) Placement Agents and the Escrow Agent in the form attached hereto as Exhibit B (the “"Escrow Agreement”"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s)) at the Closing, minus the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow at each Closing by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closing, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto hereto, plus the fees and expenses of the Buyer and Xxxxxx Xxxxxxxx LLP, shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XXWachovia Bank, P.A.N.A., as escrow agent (the “"Escrow Agent”"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) Buyer and the Escrow Agent in the form attached hereto as Exhibit B (the “"Escrow Agreement”"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from of the gross proceeds held in escrow at each Closing Buyer and Xxxxxx Xxxxxxxx LLP, by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closing, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto hereto, less the fess and expenses of the Placement Agents, shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XX, P.A.First Union National Bank, as escrow agent (the “"Escrow Agent”"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) Placement Agents and the Escrow Agent in the form attached hereto as Exhibit B (the “"Escrow Agreement”"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s)) at the Closing, minus the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow at each Closing by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by the Buyer(s) and pending the Closing, the aggregate proceeds of the sale of the Secured Debentures to Buyer(s) pursuant hereto $320,000 shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XXGottbetter & Partners, P.A., LLP as escrow agent (the “Escrow Agent”"ESCROW AGENT"), pursuant to the terms of the Escrow Agreement. If the conditions in Sections 7 and 8 and as set forth herein for the Second Closing are satisfied, an escrow agreement between additional $320,000 shall be deposited in the Company, the Buyer(s) and non-interest bearing account with the Escrow Agent in one business day prior to the form attached hereto as Exhibit B (the “Escrow Agreement”)Second Closing Date. Subject to the satisfaction of the terms and conditions of this Agreement, on the respective Closing Dates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures and Warrant to be issued and sold to such the Buyer(s), minus the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow at each Closing by wire transfer of immediately available funds and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.Company and the Warrant which such Buyer(s) is purchasing in numbers indicated opposite such Buyer's name on Schedule I.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingClosings, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XXDavid Gonzalez, P.A.Esq., as escrow agent exxxxx xxxxx (the “xhe "Escrow Agent”"), pursuant to the terms of an escrow agreement the Escrow Agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the “Escrow Agreement”)Agent. Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Dates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein which shall to be paid directly from the gross proceeds held in escrow at each Closing by wire transfer of immediately available funds the Closings as set forth herein, and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closing, the aggregate proceeds of the sale of the Secured Debentures Series B Preferred Shares to Buyer(s) pursuant hereto hereto, plus the fees and expenses of the Placement Agent, shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XX, P.A.First Union National Bank, as escrow agent (the “"Escrow Agent”"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) Placement Agent and the Escrow Agent in the form attached hereto as Exhibit B C (the “"Escrow Agreement”"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Secured Debentures Series B Preferred Shares to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from of the gross proceeds held in escrow at each Closing Placement Agent, by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Secured Debentures Series B Preferred Shares which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingClosings, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XX, P.A.Xxxxxx Xxxxxxxx LLP, as escrow agent (the “"Escrow Agent”"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B A (the “"Escrow Agreement”"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow at each Closing by wire transfer of immediately available funds ) and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingClosing and disbursement, the aggregate proceeds of Purchase Price for the sale of the Secured Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing an escrow account with Xxxxx X. Xxxxxxx XX, P.A., as escrow agent (the “Escrow Agent”), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B A (the “Escrow Agreement”). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for that portion of the Secured Escrow Funds (as that term is defined in the Escrow Agreement) equal to the gross amount of the Debentures to be issued and sold to being purchased by such Buyer(s), ) as set forth on Schedule I (minus the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow Escrow Funds at each Closing the Closing) by wire transfer of immediately available funds and (ii) the Company shall deliver to each Buyer, Secured Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closing, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XXWachovia Bank, P.A.N.A., as escrow agent (the “"Escrow Agent”"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the “"Escrow Agreement”"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow at each Closing of, Butler Gonzalez, by wire transfer of immediately available funds in xxxxxxxxxx xxxx the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingClosings, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XXXxxxxxxx, P.A.Esq., as escrow agent (the “"Escrow Agent”"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the “"Escrow Agreement”"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Dates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein which shall be in sections 4(g) and 4(h) paid directly from the gross proceeds held in escrow at each Closing of the First Closing, by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) ------------------------------------ and pending the ClosingClosings, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XXGallagher, P.A.Brody & Butler, as escrow agent (the “"Escrow Agent”"), pursuant to the terms xxxxxxxx xx xhe xxxxx of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the “"Escrow Agreement”"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Dates, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein which shall be paid directly from the gross proceeds held in escrow at each Closing by wire transfer of immediately available funds ) and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closing, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto hereto, plus the fees and expenses of the Buyer and their counsel, Butler Gonzalez LLP, shall be deposited in a nondxxxxxxxx xx x xxn-interest bearing escrow account with Xxxxx X. Xxxxxxx XX, P.A.First Union National Bank, as escrow agent (the “Escrow Agent”"ESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) Buyer and the Escrow Agent in the form attached hereto as Exhibit B (the “Escrow Agreement”"ESCROW AGREEMENT"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate gross proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus the fees and expenses as set forth herein which shall be paid directly from of the gross proceeds held in escrow at each Closing Buyer and their counsel, by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Closing, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XXDxxxx Xxxxxxxx, P.A.Esq., as escrow agent (the “Escrow Agent”), pursuant to the terms of an and escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit B (the “Escrow Agreement”). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), minus the fees and expenses as set forth herein pursuant to Section 4(g) hereof, which shall be paid directly from the gross proceeds of the Closing held in escrow at each Closing by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s name on Schedule I, duly executed on behalf of the Company.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the ClosingClosing Dates, the aggregate proceeds of the sale of the Secured Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxx X. Xxxxxxx XX, P.A.Xxxxxx Xxxxxxxx LLP, as escrow agent (the “Escrow Agent”"ESCROW AGENT"), pursuant to the terms of an escrow agreement between the Company, the Buyer(s) and the Escrow Agent in the form attached hereto as Exhibit EXHIBIT B (the “Escrow Agreement”"ESCROW AGREEMENT"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing DatesDate, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Secured Convertible Debentures to be issued and sold to such Buyer(s), ) at the closings minus the fees and expenses of Xxxxxx Xxxxxxxx LLP of Ten Thousand Dollars ($10,000) as set forth herein which shall be paid directly from outlined in the gross proceeds held in escrow at each Closing Equity Line of Credit Agreement dated the date hereof, by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Secured Convertible Debentures which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s 's name on Schedule I, duly executed on behalf of the Company.