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 Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with 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 Convertible Debentures to be issued and sold to such Buyer(s), minus structuring fees of $10,000 to the Buyer pursuant to Section 4(h) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s), of which $25,000 shall be paid directly from the gross proceeds of the First Closing held in escrow, $15,000 shall be paid directly from the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing), 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 Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxxx Xxxxxxxx LLP, as escrow agent (the "ESCROW AGENTEscrow 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")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 Convertible Debentures to be issued and sold to such Buyer(s), minus a structuring fees fee of Ten Thousand Dollars ($10,000 10,000) to the Buyer pursuant to Section 4(h4(g) hereof and hereof, a structuring fee of Ten Thousand Dollars ($40,000 10,000) to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s)one-time commitment fee referenced in Section 4(g) hereof, all of which $25,000 shall be paid directly from the gross proceeds of the First Closing held in escrow, $15,000 shall be paid directly from the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing), 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 Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxxx Xxxxxxxx LLPXxxxx Xxxxxxxx, Esq., as escrow agent (the "ESCROW AGENTEscrow 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 AGREEMENTEscrow 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 Convertible Debentures to be issued and sold to such Buyer(s), minus structuring the fees and expenses of Yorkville Advisors Management, LLC of Fifteen Thousand Dollars ($10,000 to 15,000) referenced in Section 4 herein, which shall be paid directly from the Buyer pursuant to Section 4(h) hereof and $40,000 to the Buyer pursuant to Section 12.4 gross proceeds held in escrow of the Standby Equity Distribution Agreement of even date herewith between the Company First Closing and the Buyer(s), retainer of which Xxxxxxxxxxx & Xxxxxxxx LLP of Twelve Thousand Five Hundred Dollars ($25,000 12,500) shall be paid directly from the gross proceeds of the First Closing held in escrow, and Twelve Thousand Five Hundred Dollars ($15,000 shall be paid directly 12,500) from the gross proceeds of the Second Closing and $10,000 shall be paid directly from by wire transfer of immediately available funds in accordance with the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing)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 Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxxx Xxxxxxxx Butler Gonzalez LLP, as escrow agent (the "ESCROW AGENTEscrow Agent"), pursuant to xxxxxxxx xx 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 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 Convertible Debentures to be issued and sold to such Buyer(s), minus a structuring fees fee of $10,000 to the Buyer pursuant to Section 4(h4(g) hereof hereof, the ten percent (10%) discount referenced in Section 4(g) hereof, and $40,000 10,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s)Agreement, all of which $25,000 shall be paid directly from the gross proceeds of the First Closing held Closing, all by wire transfer of immediately available funds in escrow, $15,000 shall be paid directly from accordance with the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing)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 Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxxx Xxxxxxxx Butler Gonzalez LLP, as escrow agent (the "ESCROW AGENTEscrow Agent"), pursuant to the terms pursuanx xx xxx xxxxx 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 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 Convertible Debentures to be issued and sold to such Buyer(s), minus structuring the fees and expenses of $10,000 to the Buyer pursuant to Section 4(h) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s), Butler Gonzalez LLP of which Ten Thousand Dollars ($25,000 shall be paid directly 10,000) shaxx xx xxxx xxxectly from the gross proceeds held in escrow of the First Closing held by wire transfer of immediately available funds in escrow, $15,000 shall be paid directly from accordance with the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing)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 Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxxx Xxxxxxxx LLPDavid Gonzalez, Esq., as escrow agent xxxxxx xxxxx (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 Convertible Debentures to be issued and sold to such Buyer(s), minus the structuring fees and expenses of Yorkville Advisors Management, LLC of Ten Thousand Dollars ($10,000 to the Buyer pursuant to Section 4(h10,000) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s), retainer of Reitler Brown & Rosenblatt LLC of Xxx Xhouxxxx Xxxxars ($10,000) each of which $25,000 shall be paid directly from the gross proceeds of the First Closing held by wire transfer of immediately available funds in escrow, $15,000 shall be paid directly from accordance with the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing)Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing in amounts equal to fifty percent (50%) of the amount 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 ClosingsClosing, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxxx Xxxxxxxx LLPDavid Gonzalez, Esq., as escrow agent exxxxx xxxxx (the xhe "ESCROW AGENTEscrow 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 AGREEMENTEscrow 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 Convertible Debentures to be issued and sold to such Buyer(s), minus the unpaid structuring fees and expenses of Yorkville Advisors Management, LLC of Five Thousand Dollars ($10,000 to the Buyer pursuant to 5,000) referenced in Section 4(h) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company 4 herein and the Buyer(s)commitment fee of Three Hundred Thirty Seven Thousand Five Hundred Dollars ($337,500) referenced in Section 4 herein, the 10% discount referenced in section 4 herein, each of which $25,000 shall be paid directly from the gross proceeds held in escrow of the First Closing held in escrow, $15,000 shall be paid directly from the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing), 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 ClosingsClosing, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto hereto, plus the fees and expenses of the Buyer(s) and, Butler Gonzalez LLP, shall be deposited in a nondepoxxxxx xx x xxx-interest xnterest bearing escrow account with Xxxxxx Xxxxxxxx LLPWachovia, 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 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 Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus structuring the fees of $10,000 to the Buyer pursuant to Section 4(h) hereof and $40,000 to the Buyer pursuant to Section 12.4 expenses of the Standby Equity Distribution Agreement of even date herewith between the Company Buyer(s) and, Butler Gonzalez LLP and the Buyer(s)retainxx xx Xxxxxxxrick & Lockhart LLP, of which $25,000 shall be paid directly from by xxxx xxxxxfer xx xxxxxiately available funds in accordance with the gross proceeds of the First Closing held in escrow, $15,000 shall be paid directly from the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing)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 Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto $1,250,000 shall be deposited in a non-interest bearing escrow account with Xxxxxx Xxxxxxxx LLPGottbetter & Partners, 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 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")Escrow 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 Convertible Debentures and Warrants to be issued and sold to such Buyer(s), ) minus structuring fees of $10,000 the unpaid origination fee owed to the Buyer pursuant to Section 4(h) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s), of which $25,000 shall be paid directly from the gross proceeds of the First Closing held in escrow, $15,000 shall be paid directly from the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing), and (ii) the Company shall deliver to each Buyer, 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 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 Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with 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")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 Convertible Debentures to be issued and sold to such Buyer(s)) of $75,000 on the First Closing Date and $425,000 on the Second Closing Date, minus a structuring fees fee of $10,000 60,000 to the Buyer pursuant to Section 4(h4(g) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s)hereof, of which $25,000 9,000 shall be paid directly deducted from the gross proceeds of the First Closing held in escrow, and the balance of $15,000 51,000 shall be paid directly deducted from the gross proceeds of the Second Closing Closing, and the commitment fee described in Section 4(g) hereof, of which $10,000 7,500 shall be paid directly deducted from the gross proceeds of the Fourth First Closing (I.E., and the date balance of $42,500 shall be deducted from the gross proceeds of the filing of the registration statement, which may occur prior to the Third Second Closing), and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) in the aggregate amount of $75,000 on the First Closing Date and $425,000 on the Second Closing Date 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 Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxxx Xxxxxxxx Butler Gonzalez LLP, as escrow agent agxxx (the xxx "ESCROW AGENTXxxxxw 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 AGREEMENTEscrow 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 Convertible Debentures to be issued and sold to such Buyer(s), minus structuring the fees and expenses of $10,000 to the Buyer pursuant to Section 4(h) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s), Butler Gonzalez LLP of which Ten Xxxxxxxx Xxxxxxs ($25,000 10,000) shall be paid directly from the gross proceeds held in escrow of the First Closing held in escrow, and the retainer of Kirkpatrick & Lockhart LLP of Twexxx Xxx Xxxusaxx Xxxx Hundred Dollars ($15,000 22,500) shall be paid directly from the gross proceeds held in escrow of the Second First Closing and $10,000 shall be paid directly from by wire transfer of immediately available funds in accordance with the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing)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 Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxxx Xxxxxxxx Butler Gonzalez LLP, as escrow agent exxxxx xxxxx (the xxe "ESCROW AGENTEscrow 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 AGREEMENTEscrow 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 Convertible Debentures to be issued and sold to such Buyer(s), minus structuring the fees and expenses of Butler Gonzalez LLP of whxxx Xxx Xxxxxxxd Dollars ($10,000 to the Buyer pursuant to Section 4(h10,000) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s), of which Seven Thousand Five Hundred Dollars ($25,000 7,500) shall be paid directly from the gross proceeds held in escrow of the First Closing held in escrow, $15,000 and Two Thousand Five Hundred Dollars shall be paid directly from the gross proceeds held in escrow of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing), 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 ClosingsClosing, the aggregate proceeds of the sale of the 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 xxxxxxxxx xx x non-interest bearing escrow account with Xxxxxx Xxxxxxxx LLPWachovia, 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 Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus structuring the fees and expenses of $10,000 to the Buyer pursuant to Section 4(h) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s), of which $25,000 shall be paid directly from Butler Gonzalez and the gross proceeds of retainer ox Xxxxxxxxxxx & Lockhart LLP, by wxxx xxxxxxer ox xxxxxiately available funds in accordance with the First Closing held in escrow, $15,000 shall be paid directly from the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing)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 Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxxx Xxxxxxxx LLPDavid Gonzalez, Esq., as escrow agent escxxx xxxxx (the xhe "ESCROW AGENTEscrow 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 AGREEMENTEscrow 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 Convertible Debentures to be issued and sold to such Buyer(s), minus the structuring fees and expenses of Yorkville Advisors Management, LLC of Fifteen Thousand Dollars ($10,000 to 15,000) shall be paid directly from the Buyer pursuant to Section 4(h) hereof and $40,000 to the Buyer pursuant to Section 12.4 gross proceeds held in escrow of the Standby Equity Distribution Agreement of even date herewith between the Company First Closing and the Buyer(s), retainer of which Kirkpatrick & Lockhart LLP of Xxxxxx Xhousaxx Xxxx Hundred Dollars ($25,000 12,500) shall be paid directly from the gross proceeds of the First Closing held in escrow, and Twelve Thousand Five Hundred ($15,000 shall be paid directly 12,500) from the gross proceeds of the Second Closing and $10,000 shall be paid directly from by wire transfer of immediately available funds in accordance with the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing)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 Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxxx Xxxxxxxx Butler Gonzalez LLP, as escrow agent esxxxx xxxxx (the xxx "ESCROW AGENTEscrow 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 AGREEMENTEscrow 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 Convertible Debentures to be issued and sold to such Buyer(s), minus structuring the fees and expenses of Butler Gonzalez LLP in the xxxxxx xx Xxx Thousand Dollars ($10,000 to the Buyer pursuant to Section 4(h10,000) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s), of which $25,000 shall be paid directly from the gross proceeds of the First Closing held in escrow, and the retainer of Kirkpatrick & Lockhart LLP xx xxx xxxunt xx Xxxxty-Five Thousand Dollars ($15,000 25,000) shall be paid directly from the gross proceeds of the Second First Closing and $10,000 shall be paid directly from by wire transfer of immediately available funds in accordance with the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing)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 Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with 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 First 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 Convertible Debentures to be issued and sold to such Buyer(s), minus a structuring fees fee of $10,000 to the Buyer pursuant to Section 4(h4(g) hereof, which 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 structuring fee of $40,000 to the Buyer pursuant to 15,000 referenced in Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s), of which $25,000 shall be paid directly from the gross proceeds of the First Closing held in escrow, $15,000 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. 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 paid issued and sold to such Buyer(s), minus the 12% discount pursuant to Section 4(g) hereof directly from the gross proceeds of the Second Closing and $10,000 shall be paid directly from held in escrow, each by wire transfer of immediately available funds in accordance with the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing)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 Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxxx Xxxxxxxx Butler Gonzalez LLP, as escrow agent (the "ESCROW AGENTEscrow Agent"), pursuant to the terms of an xxx xxxxx xx xn 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 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 Convertible Debentures to be issued and sold to such Buyer(s), minus structuring the fees and expenses of $10,000 to the Buyer pursuant to Section 4(h) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s), Butler Gonzalez LLP of which Ten Thousand Dollars ($25,000 10,000) of which Sxxxx Xxxxxxxx Xive Hundred Dollars ($7,500) shall be paid directly from the gross proceeds held in escrow of the First Closing held in escrow, $15,000 and Two Thousand Five Hundred Dollars shall be paid directly from the gross proceeds held in escrow of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing), 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 Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxxx Xxxxxxxx Butler Gonzalez LLP, as escrow agent agxxx (the xxx "ESCROW AGENTXxxxxx 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")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 Convertible Debentures to be issued and sold to such Buyer(s), minus a structuring fees fee of $10,000 75,000 to the Buyer pursuant to Section 4(h4(g) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s)hereof, of which $25,000 shall be paid directly from the gross proceeds of the First Closing held in escrow, escrow and $15,000 25,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement shall be paid directly from the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third 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, 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 ClosingsClosing, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxxx Xxxxxxxx LLPDavid Gonzalez, Esq., as escrow agent (the "ESCROW AGENTEscrow Agent"), pursuant to the terms pursuanx xx xxx xxxxx 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 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 Convertible Debentures to be issued and sold to such Buyer(s), minus the unpaid structuring fees and expenses of Yorkville Advisors Management, LLC of Ten Thousand Dollars ($10,000 to 10,000) referenced in Section 4 herein, the Buyer pursuant to commitment fee of Three Hundred Seventy Five Thousand Dollars ($375,000) referenced in Section 4(h4 herein, the 10% discount referenced in section 4 herein, the due diligence fee of Two Thousand Five Hundred Dollars ($2,500) hereof referenced in Section 4 herein and the structuring fee of Twenty Thousand Dollars ($40,000 to the Buyer pursuant to 20,000) referenced in Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s)herewith, all of which $25,000 shall be paid directly from the gross proceeds held in escrow of the First Closing held in escrow, $15,000 shall be paid directly from the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing), 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 Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxxx Xxxxxxxx LLP, as escrow agent (the "ESCROW AGENTEscrow 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 AGREEMENTEscrow 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 Convertible Debentures to be issued and sold to such Buyer(s), minus structuring the fees and expenses of $10,000 to the Buyer pursuant to Section 4(h) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s), Xxxxxx Xxxxxxxx LLP of which Fifteen Thousand Dollars ($25,000 15,000) shall be paid directly from the gross proceeds held in escrow of the First Closing held in escrowClosing, and the retainer of Xxxxxxxxxxx & Xxxxxxxx LLP of which Twenty-Five Thousand Dollars ($15,000 25,000) shall be paid directly from form the gross proceeds of the Second Closing and $10,000 shall be paid directly from First Closing, by wire transfer of immediately available funds in accordance with the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing)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 Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxxx Xxxxxxxx Butler Gonzalez LLP, as escrow agent (the "ESCROW AGENTEscrow Agent"), pursuant to the terms of xx xxx xxxxx xx 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 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 Convertible Debentures to be issued and sold to such Buyer(s), minus structuring the fees and expenses of Seth Farbman, P.C. ($10,000 to together with the Buyer pursuant to Section 4(h$15,000 for legal xxxxxxxx xendered in connection with the SEDA transaction and document preparation) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s), of which $25,000 shall be paid directly from the gross proceeds of the First Closing held and the retainer of Schiff Hardin LLP which shall be paid in escrowthree installments as folloxx: Xxxx Xxxusand Dollars ($5,000) shall be paid from the gross proceeds of the First Closing, Twenty Thousand Dollars ($15,000 20,000) shall be paid directly from the gross proceeds of the Second Closing and Ten Thousand Dollars ($10,000 10,000) shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third 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, 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(sNo later than three (3) and pending the Closingsdays prior to each Closing, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxxx Xxxxxxxx Butler Gonzalez LLP, as escrow agent agexx (the xxx "ESCROW XXXXXX 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 or waiver 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 Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closings minus structuring the legal fees of $10,000 to the Buyer pursuant to Section 4(h) hereof and $40,000 to the Buyer pursuant to Section 12.4 expenses of the Standby Equity Distribution Agreement Buyer(s) of even date herewith between the Company Twenty Five Thousand Dollars ($25,000) and the Buyer(s)retainer of Kirkpatrick & Lockhart, LLP by wirx xxxxxxxx of which $25,000 shall be paid directly from ixxxxxxxxly available funds in accordance with the gross proceeds of the First Closing held in escrow, $15,000 shall be paid directly from the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing)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 Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with 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 Convertible Debentures to be issued and sold to such Buyer(s), minus the structuring fees and expenses of Yorkville Advisors Management, LLC of Ten Thousand Dollars ($10,000 to the Buyer pursuant to Section 4(h10,000) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s), of which $25,000 shall be paid directly from the gross proceeds held in escrow of the First Closing held by wire transfer of immediately available funds in escrow, $15,000 shall be paid directly from accordance with the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing)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 ClosingsClosing, the aggregate proceeds of the sale of the 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 Xxxxxx Xxxxxxxx LLPWachovia, N.A., as escrow agent (the "ESCROW AGENTEscrow 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 AGREEMENTEscrow 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 Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus structuring the fees and expenses of $10,000 to the Buyer pursuant to Section 4(h) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s), Xxxxxx Xxxxxxxx LLP and the retainer of which $25,000 shall be paid directly from Xxxxxxxxxxx & Xxxxxxxx LLP, by wire transfer of immediately available funds in accordance with the gross proceeds of the First Closing held in escrow, $15,000 shall be paid directly from the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing)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 Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxxx Xxxxxxxx Butler Gonzalez LLP, as escrow agent agexx (the xxx "ESCROW XXXXXX 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 Convertible Debentures to be issued and sold to such Buyer(s), minus structuring the fees and expenses of Butler Gonzalez of Five Thousand Dxxxxxx ($10,000 to the Buyer pursuant to Section 4(h0,000) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s), of which $25,000 shall be paid directly from the gross proceeds of the First Closing held in escrowand the retainer of Kirkpatrick & Lockhart LLP of whicx Xxxxxx Xxousxxx Xxxx Hundred Dollars ($12,500) shall be paid from the gross proceeds of the First Closing, and Twelve Thousand Five Hundred Dollars ($15,000 12,500) shall be paid directly from the gross proceeds of the Second Closing and $10,000 shall be paid directly from by wire transfer of immediately available funds in accordance with the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing)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 ClosingsClosing, the aggregate proceeds of the sale of the 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 Xxxxxx Xxxxxxxx LLPWachovia, 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 Convertible Debentures to be issued and sold to such Buyer(s), ) at the Closing minus structuring the fees and expenses of $10,000 to the Buyer pursuant to Section 4(h) hereof and $40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company and the Buyer(s), Butler Gonzalez and the retainer of which $25,000 shall be paid directly from Xxxxxxxxxxx & Lockhart LLP, by wixx xxxxxxxr of xxxxxxately available funds in accordance with the gross proceeds of the First Closing held in escrow, $15,000 shall be paid directly from the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing)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 Closings, the aggregate proceeds of the sale of the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited in a non-interest bearing escrow account with Xxxxxx Xxxxxxxx LLPDavid Gonzalez, Esq., as escrow agent (the "ESCROW AGENT"), pursuant to the terms pursuxxx 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 Convertible Debentures to be issued and sold to such Buyer(s), minus the unpaid structuring fees and expenses of Yorkville Advisors Management, LLC not to exceed Ten Thousand Dollars ($10,000 10,000), the due diligence fee not to the Buyer pursuant to Section 4(h) hereof and exceed Two Thousand Five Hundred Dollars ($40,000 to the Buyer pursuant to Section 12.4 of the Standby Equity Distribution Agreement of even date herewith between the Company 2,500), and the Buyer(slegal fees, expenses, and legal retainer to Loeb & Loeb LLP of Fifty Thousand Dollars ($50,000), of which $25,000 shall be paid directly from the gross proceeds held in escrow of the First Closing held in escrow, $15,000 shall be paid directly from the gross proceeds of the Second Closing and $10,000 shall be paid directly from the gross proceeds of the Fourth Closing (I.E., the date of the filing of the registration statement, which may occur prior to the Third Closing), and (ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer(s) is purchasing at the First and Second Closings in amounts indicated opposite such Buyer's name on Schedule I, duly executed on behalf of the Company.