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 Initial Closing, the proceeds of the sale of the Convertible Debentures to Buyer(s) scheduled to occur at the Initial Closing pursuant hereto shall be deposited in a non-interest bearing escrow account with Law Offices of Eric S. Hutner & Associates, as escrow agent (the "Escrow Agexx"), xxxxxxxx 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 Initial Closing Date, (i) the Escrow Agent shall disburse in accordance with the terms of the Escrow Agreement One Hundred Thousand Dollars ($100,000) minus (a) the fees set forth in Section 4(g) hereof, (b) the fees and expenses of Law Offices of Eric S. Hutner & Associates of Fifteen Thousand Dollars ($15,000) xxxxxxxx xx xhe Equity Line of Credit Agreement, and (c) $15,000 of the retainer of Kirkpatrick & Lockhart LLP, by wire transfer of immediately availxxxx xxxxx in xxxxxxxnce with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures in the amount of the Purchase Price 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 Initial Closing, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) scheduled to occur at pursuant hereto, plus the Initial Closing pursuant hereto fees and expenses of the Buyer and Butler Gonzalez LLP, shall be deposited in a non-interest bearing escrow account beaxxxx xxxxxx xxxxunt with Law Offices of Eric S. Hutner & AssociatesWachovia, N.A., as escrow agent (the "Escrow AgexxESCROW AGENT"), xxxxxxxx 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 AgreementESCROW AGREEMENT"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Initial Closing Date, (i) the Escrow Agent shall disburse deliver to the Company in accordance with the terms of the Escrow Agreement One Hundred Thousand Dollars ($100,000such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s) at the Closing minus (a) the fees set forth in Section 4(g) hereof, (b) the fees and expenses of Law Offices of Eric S. Hutner & Associates of Fifteen Thousand Dollars ($15,000) xxxxxxxx xx xhe Equity Line of Credit Agreementthe Buyer(s), Butler Gonzalez LLP and (c) $15,000 of the retainer of Kirkpatrick & Lockhart LLP, by wire transfer xx xxxx xxxxxfer of immediately availxxxx availabxx xxxxx in xxxxxxxnce xx acxxxxxxxx with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures in the amount of the Purchase Price 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 Initial ClosingClosings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) scheduled to occur at the Initial Closing pursuant hereto shall be deposited in a non-interest bearing escrow account with Law Offices of Eric S. Hutner & AssociatesButler Gonzalez LLP, as escrow agent agexx (the xxx "Escrow AgexxXxxxxx Agent"), xxxxxxxx pursuant to the terms of an escrow agreement between the Escrow Agreement among 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 Initial Closing DateDates, (i) the Escrow Agent shall disburse deliver to the Company in accordance with the terms of the Escrow Agreement One Hundred Thousand Dollars ($100,000) such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), minus (a) the fees set forth in Section 4(g) hereof, (bA) the fees and expenses of Law Offices Butler Gonzalez LLP of Eric S. Hutner Fifteen Thoxxxxx Xxxxxxx ($15,000), which shall be paid Five Thousand Dollars ($5,000) directly from the proceeds of the First Closing, Five Thousand Dollars ($5,000) directly from the proceeds of the Second Closing and Five Thousand Dollars ($5,000) upon the earlier to occur of (1) ninety (90) days from the date hereof or (2) directly from the first advance pursuant to that certain Standby Equity Distribution Agreement, dated the date hereof, by and between the Company and Cornell Capital Partners, LP (the "Standby Equity Distribution Agreement") and (B) the retainer of Kirkpatrick & Associates Lockhart LLP of Twenxx-Xxxx Xxxusaxx Xxxxxrs ($25,000), which shall be paid for by the Company Fifteen Thousand Dollars ($15,000) xxxxxxxx xx xhe Equity Line of Credit Agreement, and (c) $15,000 directly from the gross proceeds of the retainer of Kirkpatrick & Lockhart LLPFirst Closing and Ten Thousand Dollars ($10,000) from the first advance under the Standby Equity Distribution Agreement, by wire transfer of immediately availxxxx xxxxx available funds in xxxxxxxnce accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures in the amount of the Purchase Price 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 Initial Closing, the proceeds of the sale of the Convertible Debentures to Buyer(s) scheduled to occur at the Initial Closing pursuant hereto shall be deposited in a non-interest bearing escrow account with Law Offices of Eric S. Hutner & Associates, as escrow agent (the "Escrow Agexx"), xxxxxxxx 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 Initial First Closing Date, (i) the Escrow Agent shall disburse deliver to the Company in accordance with the terms of the Escrow Agreement One Hundred Thousand Dollars (such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), minus a structuring fee of $100,000) minus (a) 10,000 to the fees set forth in Buyer pursuant to Section 4(g) hereof, (bwhich shall be paid directly from the gross proceeds of the Closing held in escrow, the 12% discount pursuant to Section 4(g) hereof and the fees and expenses structuring fee of Law Offices of Eric S. Hutner & Associates of Fifteen Thousand Dollars ($15,000) xxxxxxxx xx xhe Equity Line of Credit Agreement, and (c) $15,000 referenced in Section 12.4 of the retainer Standby Equity Distribution Agreement of Kirkpatrick & Lockhart LLPeven date herewith directly from the gross proceeds of the Closing held in escrow, each by wire transfer of immediately availxxxx xxxxx available funds in xxxxxxxnce accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing in the amount amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Purchase Price Company. Subject to the satisfaction of the terms and conditions of this Agreement, on the Second Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s), minus the 12% discount pursuant to Section 4(g) hereof directly from the gross proceeds of the Closing held in escrow, each 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, 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 Initial Closing, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) scheduled to occur at pursuant hereto, plus the Initial Closing pursuant hereto fees and expenses of the Buyer and Butler Gonzalez LLP, shall be deposited in a xxxxxxxxx xx x non-interest bearing escrow account with Law Offices of Eric S. Hutner & AssociatesWachovia, N.A., as escrow agent (the "Escrow AgexxESCROW AGENT"), xxxxxxxx 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 AgreementESCROW AGREEMENT"). Subject to the satisfaction of the terms and conditions of this Agreement, on the Initial Closing Date, (i) the Escrow Agent shall disburse deliver to the Company in accordance with the terms of the Escrow Agreement One Hundred Thousand Dollars ($100,000such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s) at the Closing minus (a) the fees set forth in Section 4(g) hereof, (b) the fees and expenses of Law Offices of Eric S. Hutner & Associates of Fifteen Thousand Dollars ($15,000) xxxxxxxx xx xhe Equity Line of Credit Agreementthe Buyer(s), Butler Gonzalez and (c) $15,000 of the retainer of Kirkpatrick ox Xxxxxxxxxxx & Lockhart LLP, by wire transfer of immediately availxxxx xxxxx wxxx xxxxxxer ox xxxxxiately available funds in xxxxxxxnce accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures in the amount of the Purchase Price 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 Initial Closing, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) scheduled to occur at the Initial Closing pursuant hereto shall be deposited in a non-interest bearing escrow account with Law Offices of Eric S. Hutner & AssociatesButler Gonzalez LLP, as escrow agent agenx (the xxx "Escrow AgexxXxxxxx Agent"), xxxxxxxx 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 Initial Closing Date, (i) the Escrow Agent shall disburse in accordance with the terms of the Escrow Agreement One Hundred Seventy Five Thousand Dollars ($100,000175,000) minus (a) the fees set forth in Section 4(g) hereof, ; (b) the fees and expenses of Law Offices Butler Gonzalez of Eric S. Hutner & Associates of Fifteen Ten Thousand Dollars Dolxxxx ($15,00000,000) xxxxxxxx xx xhe Equity Line of Credit Agreement, and (c) $15,000 of the retainer of Kirkpatrick & Lockhart LLP, by wire transfer of immediately availxxxx xxxxx xxxxxxxx xf ixxxxxxxxly available funds in xxxxxxxnce accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures in the amount of the Purchase Price which such Buyer(s) is purchasing in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company. Upon the filing of the Registration Statement as described in the Investor Registration Rights Agreement, the Escrow Agent shall disburse the balance of the Purchase Price.

Escrow Arrangements; Form of Payment. Upon execution hereof by Buyer(s) and pending the Initial Closing, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) scheduled to occur at pursuant hereto, plus the Initial Closing pursuant hereto fees and expenses of the Buyer and Butler Gonzalez LLP, shall be deposited in a nondexxxxxxx xx x xxn-interest bearing escrow account with Law Offices of Eric S. Hutner & AssociatesWachovia, N.A., as escrow agent (the "Escrow AgexxAgent"), xxxxxxxx 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 Initial Closing Date, (i) the Escrow Agent shall disburse deliver to the Company in accordance with the terms of the Escrow Agreement One Hundred Thousand Dollars ($100,000such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer(s) at the Closing minus (a) the fees set forth in Section 4(g) hereof, (b) the fees and expenses of Law Offices of Eric S. Hutner & Associates of Fifteen Thousand Dollars ($15,000) xxxxxxxx the Buyer(s), Butler Gonzalez LLP and the retaxxxx xx xhe Equity Line of Credit Agreement, and (c) $15,000 of the retainer of Kirkpatrick Xxxxxxtrick & Lockhart LLP, by wire transfer of immediately availxxxx xxxxx xxxx xxxxsfer xx xxxediately available funds in xxxxxxxnce accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures in the amount of the Purchase Price which such Buyer(s) is purchasing in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.