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 Butler Gonzalez LLP, as escrow agxxx (xxx "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 the fees and expenses of Butler Gonzalez LLP of which Fixx Xxxxxxxx Xxxlars ($5,000) shall be paid directly from the gross proceeds of the First Closing and Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds of the Second Closing and the retainer of Kirkpatrick & Lockhart LLP of whicx Xxx Xxxxxand Xxx Xxxdred Fifty Dollars ($6,250) shall be paid from the gross proceeds of the First Closing, and Six Thousand Two Hundred Fifty Dollars ($6,250) shall be paid directly from the gross proceeds of the Second 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 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 Butler Gonzalez LLP, as escrow agxxx agent (xxx the "Xxxxxx Escrow 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 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 Butler Gonzalez LLP of which Fixx Xxxxxxxx Xxxlars Ten Thousand Dollars ($5,00010,000) shall to be paid directly from out of the gross proceeds of the First Closing and Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds of the Second Closing and the retainer of Kirkpatrick & Lockhart LLP of whicx Xxx Xxxxxand Xxx Xxxdred Fifty Dollars Twelve Thousand Five Hundred Dollxxx ($6,25000,000) shall to be paid from xxxx out of the gross proceeds of the First Closing, Closing and Six Twelve Thousand Two Five Hundred Fifty Dollars ($6,25012,500) shall be paid directly from the gross proceeds of the Second Closing to Kirkpatrick & Lockhart LLP by wire transfer of immediately available funds in accordance immediatexx xxxxxxxle fuxxx xx xccordance 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 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 Butler Gonzalez LLP, as escrow agxxx (xxx "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 the fees and expenses of Butler Gonzalez LLP of which Fixx Xxxxxxxx Xxxlars Seth Farbman, P.C. ($5,00010,000) shall be paid directly shalx xx xxxx xirectly from the gross proceeds of the First Closing and the balance of Twelve Thousand Five Thousand Hundred Dollars ($5,00012,500) shall be paid directly from the gross proceeds of the Second Closing and the retainer of Kirkpatrick & Lockhart LLP of whicx Xxx Xxxxxand Xxx Xxxdred Fifty Xxxxxx Xhouxxxx Xxve Hundred Dollars ($6,25012,500) shall be paid from the gross proceeds of the First Closing, and Six Twelve Thousand Two Five Hundred Fifty Dollars ($6,25012,500) shall be paid directly from the gross proceeds of the Second 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 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 Butler Gonzalez LLPXxxxx Xxxxxxxx PC, as escrow agxxx agent (xxx the "Xxxxxx 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 fees and expenses $10,000 structuring fee referenced in Section 12.4 of Butler Gonzalez LLP the Standby Equity Distribution Agreement of even date herewith, of which Fixx Xxxxxxxx Xxxlars ($5,000) 5,000 shall be deducted and paid directly from the gross proceeds held in escrow of the First Closing and the remaining balance of $5,000 shall be deducted and paid directly from the gross proceeds of the First Closing and Five Thousand Dollars first ($5,0001st) shall be paid directly from Advance (as such term is defined in the gross proceeds Standby Equity Distribution Agreement of the Second Closing and the retainer of Kirkpatrick & Lockhart LLP of whicx Xxx Xxxxxand Xxx Xxxdred Fifty Dollars ($6,250) shall be paid from the gross proceeds of the First Closingeven date herewith), and Six Thousand Two Hundred Fifty Dollars ($6,250) shall be paid directly from the gross proceeds of the Second Closing each by wire transfer of immediately available funds in accordance with the Company's written wire instructions, the $15,000 structuring fee referenced in Section 4(h) hereof, of which $7,500 shall be deducted and paid directly from the gross proceeds held in escrow of the First Closing and the remaining balance of $7,500 shall be deducted and paid directly from the gross proceeds of the first (1st) Advance (as such term is defined in the Standby Equity Distribution Agreement of even date herewith), each by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and the 10% discount referenced in Section 4(g) hereof, which shall be deducted and paid directly from the gross proceeds held in escrow 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, 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 Butler Gonzalez LLP, as escrow agxxx agexx (xxx "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"). C. 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), ) at the Closings minus the fees and expenses of the Buyer(s) and Butler Gonzalez LLP of Ten Thousanx Xxxxxxx ($00,000) of which Fixx Xxxxxxxx Xxxlars Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds of the First Closing and Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds of the Second Closing and the Twenty-Five Thousand Dollar ($25,000) retainer of Kirkpatrick & Lockhart LLP of whicx Xxx Xxxxxand Xxx Xxxdred Fifty Xxxxxx Xxousxxx Xxxx Hundred Dollars ($6,25012,500) shall be paid directly from the gross proceeds of the First Closing, Closing and Six Twelve Thousand Two Five Hundred Fifty Dollars ($6,25012,500) shall be paid directly from the gross proceeds of the Second Closing 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 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 Butler Gonzalez Xxxxxx Xxxxxxxx LLP, as escrow agxxx agent (xxx the "Xxxxxx 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 fees and expenses of Butler Gonzalez Xxxxxx Xxxxxxxx LLP of which Fixx Xxxxxxxx Xxxlars Ten Thousand Dollars ($5,00010,000) shall be paid directly from the gross proceeds of the First Closing and which Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds held in escrow of the First Closing and Five Thousand Dollars shall be paid directly from the gross proceeds held in escrow of the Second Closing and the retainer of Kirkpatrick Xxxxxxxxxxx & Lockhart Xxxxxxxx LLP of whicx Xxx Xxxxxand Xxx Xxxdred Fifty which Twelve Thousand Five Hundred Dollars ($6,25012,500) shall be paid directly from the gross proceeds of the First Closing, and Six Twelve Thousand Two Five Hundred Fifty Dollars ($6,25012,500) shall be paid directly from the gross proceeds held in escrow of the Second 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 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 Butler Gonzalez LLP, as escrow agxxx agent (xxx the "Xxxxxx Escrow 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 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 fees and expenses of Butler Gonzalez LLP of which Fixx Xxxxxxxx Xxxlars Fifteen Thousand Dollars ($5,00015,000) shall be paid directly from pxxx xxxxxxxx xxom the gross proceeds of the First Closing and Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds of the Second Closing fees, expenses and the retainer of Kirkpatrick & Lockhart LLP of whicx Xxx Xxxxxand Xxx Xxxdred Fifty Dollars which Fifty-One Thousand Three Hundred Xxxxxx-Xxxen Xxxxxxx and Forty-Eight Cents ($6,25051,387.48) shall be paid from the gross proceeds of the First Closing, and Six Thousand Two Hundred Fifty Dollars ($6,250) shall be paid directly from the gross proceeds of the Second 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 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 Butler Gonzalez Xxxxxx Xxxxxxxx LLP, as escrow agxxx agent (xxx the "Xxxxxx 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 fees and expenses of Butler Gonzalez Xxxxxx Xxxxxxxx LLP of which Fixx Xxxxxxxx Xxxlars Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds of the First Closing and Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds of the Second Closing and the retainer of Kirkpatrick Xxxxxxxxxxx & Lockhart Xxxxxxxx LLP of whicx Xxx Xxxxxand Xxx Xxxdred which Six Thousand Two Hundred Fifty Dollars ($6,250) shall be paid from the gross proceeds of the First Closing, and Six Thousand Two Hundred Fifty Dollars ($6,250) shall be paid directly from the gross proceeds of the Second 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 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 Butler Gonzalez LLP, as escrow agxxx agent (xxx the "Xxxxxx Escrow 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 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 fees and expenses of Butler Gonzalez LLP of which Fixx Xxxxxxxx Xxxlars Fifteen Thousand Dollars ($5,00015,000) shall be pxxx xxxxxxxx xxom the gross proceeds held in escrow of the Closing and the retainer of Schiff Harding LLP of _____________Dollars ($_____) shall be paid directly from the xxxx xhe gross proceeds of the First Closing and Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds of the Second Closing and the retainer of Kirkpatrick & Lockhart LLP of whicx Xxx Xxxxxand Xxx Xxxdred Fifty Dollars ($6,250) shall be paid from the gross proceeds of the First Closing, and Six Thousand Two Hundred Fifty Dollars ($6,250) shall be paid directly from the gross proceeds of the Second 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 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 Butler Gonzalez LLP, as escrow agxxx agenx (xxx "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 the fees and expenses of Butler Gonzalez LLP of which Fixx Xxxxxxxx Xxxlars Ten Thxxxxxx Xxxxxxx ($5,00010,000) shall be paid directly from the gross proceeds held in escrow of the First Closing and the retainer of Kirkpatrick & Lockhart LLP of which Xxxxxx Xxxusaxx Xxxx Hundred Dollars ($12,500) shall be paid directly from the gross proceeds of the First Closing Closing, and Twelve Thousand Five Thousand Hundred Dollars ($5,00012,500) shall be paid directly from the gross proceeds of the Second Closing and the retainer of Kirkpatrick & Lockhart LLP of whicx Xxx Xxxxxand Xxx Xxxdred Fifty Dollars ($6,250) shall be paid from the gross proceeds of the First Closing, and Six Thousand Two Hundred Fifty Dollars ($6,250) shall be paid directly from the gross proceeds held in escrow of the Second 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 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 Butler Gonzalez LLP, as escrow agxxx agexx (xxx "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 the fees and expenses of Butler Gonzalez LLP of which Fixx Xxxxxxxx Xxxlars Five Thousxxx Xxxxxxx ($5,0000,000) which shall be paid directly from the gross proceeds of the First Closing and Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds of the Second Closing held in escrow and the retainer of Kirkpatrick & Lockhart LLP of whicx Xxx Xxxxxand Xxx Xxxdred Fifty which Xxxxxx Xxousxxx Xxxe Hundred Dollars ($6,25012,500) shall be paid from the gross proceeds of the First Closing, Closing and Six Twelve Thousand Two Five Hundred Fifty Dollars ($6,25012,500) shall be paid directly from the gross proceeds of the Second Closing 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 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 Butler Gonzalez LLP, as escrow agxxx esxxxx xxxxx (xxx "Xxxxxx 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 fees and expenses of Butler Gonzalez LLP of which Fixx Tex Xxxxxxxx Xxxlars Xxxxxrs ($5,00010,000) shall be paid directly from the gross proceeds of the First Closing and Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds of the Second Closing and the retainer of Kirkpatrick & Lockhart LLP of whicx Xxx Xxxxxand Xxx Xxxdred Fifty xx xxxxx Xive Xxxxxxxd Dollars ($6,2505,000) shall be paid from the gross proceeds of the First Closing, and Six No Thousand Two Hundred Fifty Dollars ($6,2500) shall be paid directly from the gross proceeds of the Second 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 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 Butler Gonzalez LLP, as escrow agxxx (xxx "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 the fees and expenses of Butler Gonzalez LLP of which Fixx Fifxxxx Xxxxxxxx Xxxlars Xxllars ($5,00015,000) shall be paid directly from the gross proceeds of the First Closing and payment to Kirkpatrick & Lockhart LLP of whxxx Xxx Xxxdred Xxxxx Xhousand Five Thousand Hundred Dollars ($5,000107,500) shall be paid directly from the gross proceeds of the Second First Closing and the retainer of Kirkpatrick & Lockhart LLP of whicx Xxx Xxxxxand Xxx Xxxdred Fifty Dollars ($6,250) shall be paid from the gross proceeds of the First Closing, and Six Thousand Two Hundred Fifty Dollars ($6,25056,250) shall be paid directly from the gross proceeds of the Second 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 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 Butler Gonzalez LLPDavid Gonzalez, Esq., as escrow agxxx (xxx "Xxxxxx Xxxxow 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 fees and expenses of Butler Gonzalez Yorkville Advisors Management, LLC of Ten Thousand Dollars ($10,000) referenced in Section 4 herein, which shall be paid directly from the gross proceeds held in escrow of the First Closing and the retainer of Kirkpatrick & Lockhart LLP of which Fixx Xxxxxxxx Twexxx Xxxx Xhousxxx Xxxlars ($5,00025,00) of which Twelve Thousand Five Hundred Dollars ($12,500) shall be paid directly from the gross proceeds of the First Closing and Twelve Thousand Five Thousand Hundred Dollars ($5,000) shall be paid directly from the gross proceeds of the Second Closing and the retainer of Kirkpatrick & Lockhart LLP of whicx Xxx Xxxxxand Xxx Xxxdred Fifty Dollars ($6,250) shall be paid from the gross proceeds of the First Closing, and Six Thousand Two Hundred Fifty Dollars ($6,25012,500) shall be paid directly from the gross proceeds of the Second 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 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 Butler Gonzalez LLP, as escrow agxxx agent (xxx the "Xxxxxx Escrow Agent"), pursuant to the terms of 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 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 fees and expenses of Butler Gonzalez LLP of which Fixx Xxxxxxxx Xxxlars Five Thousand Dollars ($5,000) shalx xx xxxx xxxxxxly from the gross proceeds of the First Closing and the outstanding fees of Kirkpatrick & Lockhart LLP of which Thirty One Thousand Fifty-Three xxx 00/000 Doxxxxx ($31,053.41) shall be paid directly from the gross proceeds of the First Closing and Twenty-Five Thousand Dollars ($5,000) shall be paid directly from the gross proceeds of the Second Closing and the retainer of Kirkpatrick & Lockhart LLP of whicx Xxx Xxxxxand Xxx Xxxdred Fifty Dollars ($6,250) shall be paid from the gross proceeds of the First Closing, and Six Thousand Two Hundred Fifty Dollars ($6,25025,000) shall be paid directly from the gross proceeds of the Second 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.