Common use of Escrow of Common Stock Clause in Contracts

Escrow of Common Stock. In accordance with Section 4(h) of the Securities Purchase Agreement, and based upon certain representations and warranties contained in the Securities Purchase Agreement, upon registration of the Registrable Securities, and from time to time as requested by the Buyer thereafter, the Company shall place in trust with the Escrow Agent one or more stock certificates representing a number of non-legended shares of Common 77 Stock as specified in the Securities Purchase Agreement ("Escrow Shares"). The Escrow Agent shall hold the Escrow Shares in certificate form or in a brokerage account as the Escrow Agent deems appropriate to fulfill his duties under the Securities Purchase Agreement and hereunder. None of the Escrow Shares shall be disbursed other than in accordance with the terms of Section 4(h) of the Securities Purchase Agreement and of the terms hereof, or in accordance with the written instructions of both the Company and the Buyer delivered to the Escrow Agent. In no event shall the Escrow Agent release or transfer any Escrow Shares to any party other than to the Buyer (or another buyer) or to the Company in accordance with this Agreement, absent express written instructions from the Company and the Buyer to transfer Escrow Shares to a third party. Upon a full or partial conversion of Preferred Stock or exercise of the Option, the Buyer shall deliver via facsimile to the Escrow Agent a copy of the Notice of Conversion (and along with it, if applicable, the Option exercise form). Likewise, should the Buyer exercise the Warrant in full or in part, the Buyer shall deliver to the Escrow Agent a copy of such exercise form. The Escrow Agent shall use its reasonable best efforts to cause the delivery from escrow to the Buyer (in accordance with the Buyer's written instructions to the Escrow Agent, and via electronic transfer or otherwise) of the number of shares of Common Stock specified in the Notice of Conversion (and Option exercise notice, if applicable) or the Warrant exercise form within three (3) business days after receipt of such Notice of Conversion (and Option exercise notice) or Warrant exercise form. The Escrow Agent shall not be responsible for any breach by the Company of its obligation to timely deliver sufficient Escrow Shares to effect a conversion or exercise. Upon Buyer's receipt of all Common Stock due upon conversion of all of the Preferred Stock issued to the Buyer, including also any Option Shares to be issued upon exercise of the Option, or upon exercise of the Warrant, the Buyer shall inform the Escrow Agent in writing that the requirements of the Securities Purchase Agreement with respect to the Preferred Stock have been satisfied. The Company shall instruct the Escrow Agent in writing as to the return to the Company of the remaining Escrow Shares, and the Escrow Agent shall as soon as practicable return such remaining Escrow Shares in accordance with the Company's instructions. Thereafter the Escrow Agent shall have no further obligation to any party with respect to the Escrow Shares, whether those delivered to the Buyer or those returned to the Company.

Escrow of Common Stock. In accordance with Section 4(h) of the Securities Purchase Agreement, and based upon certain representations and warranties contained in the Securities Purchase Agreement, upon registration of the Registrable Securities, and from time to time as requested by the Buyer thereafter, the Company shall place in trust with the Escrow Agent one or more stock certificates representing a number of non-legended shares of Common 77 Stock as specified in the Securities Purchase Agreement ("Escrow Shares"). The Escrow Agent shall hold the Escrow Shares in certificate form or in a brokerage account as the Escrow Agent deems appropriate to fulfill his duties under the Securities Purchase Agreement and hereunder. None of the Escrow Shares shall be disbursed other than in accordance with the terms of Section 4(h) of the Securities Purchase Agreement and of the terms hereof, or in accordance with the written instructions of both the Company and the Buyer delivered to the Escrow Agent. In no event shall the Escrow Agent release or transfer any Escrow Shares to any party other than to the Buyer (or another buyer) or to the Company in accordance with this Agreement, absent express written instructions from the Company and the Buyer to transfer Escrow Shares to a third party. Upon a full or partial conversion of Preferred Stock or Stock, exercise of the OptionOption and/or exercise of the Warrant, the Buyer shall deliver via facsimile to the Escrow Agent a copy of the Notice of Conversion (and along simultaneously with it, if applicable, its delivery to the Option exercise form)Company. Likewise, should the Buyer exercise the Warrant in full or in part, the Buyer shall deliver to the Escrow Agent a copy of such exercise form. The Escrow Agent shall use its reasonable best efforts to cause the delivery from escrow to the Buyer (in accordance with the Buyer's written instructions to the Escrow Agent, and via electronic transfer or otherwise) of the number of shares of Common Stock specified in the Notice of Conversion (and Option exercise notice, if applicable) or the Warrant exercise form within three (3) business days after receipt of such Notice of Conversion (and Option exercise notice) or Warrant exercise form. The Escrow Agent shall not be responsible for any breach by the Company of its obligation to timely deliver sufficient Escrow Shares to effect a conversion or exercise. Upon Buyer's receipt of all Common Stock due upon conversion of all of the Preferred Stock issued to the Buyer, including also any Option Shares to be issued Buyer or upon exercise of the Option, Option or upon exercise of the Warrant, the Buyer shall inform the Escrow Agent in writing that the requirements of the Securities Purchase Agreement with respect to the Preferred Stock and the Warrants have been satisfied. The Company shall instruct the Escrow Agent in writing as to the return to the Company of the remaining Escrow Shares, if any, and the Escrow Agent shall as soon as practicable return such remaining Escrow Shares in accordance with the Company's instructions. Thereafter the Escrow Agent shall have no further obligation to any party with respect to the Escrow Shares, whether those delivered to the Buyer or those returned to the Company.

Escrow of Common Stock. In accordance with Section 4(h) of the Securities Purchase Agreement, and based upon certain representations and warranties contained in the Securities Purchase Agreement, upon registration of the Registrable Securities, and from time to time as requested by the Buyer thereafter, the Company shall place in trust with the Escrow Agent one or more stock certificates representing a number of non-legended shares of Common 77 Stock as specified in the Securities Purchase Agreement ("Escrow Shares"). The Escrow Agent shall hold the Escrow Shares in certificate form or in a brokerage account as the Escrow Agent deems appropriate to fulfill his duties under the Securities Purchase Agreement and hereunder. None of the Escrow Shares shall be disbursed other than in accordance with the terms of Section 4(h) of the Securities Purchase Agreement and of the terms hereof, or in accordance with the written instructions of both the Company and the Buyer delivered to the Escrow Agent. In no event shall the Escrow Agent release or transfer any Escrow Shares to any party other than to the Buyer (or another buyer) or to the Company in accordance with this Agreement, absent express written instructions from the Company and the Buyer to transfer Escrow Shares to a third party. Upon a full or partial conversion of Preferred Stock or exercise of the OptionNote, the Buyer shall deliver via facsimile to the Escrow Agent a copy of the Notice of Conversion (and along with it, if applicable, the Option exercise form). Likewise, should the Buyer exercise the Warrant in full or in part, the Buyer shall deliver to the Escrow Agent a copy of such exercise formConversion. The Escrow Agent shall use its reasonable best efforts to cause the delivery from escrow to the Buyer (in accordance with the Buyer's written instructions to the Escrow Agent, and via electronic transfer or otherwise) of the number of shares of Common Stock specified in the Notice of Conversion (and Option exercise notice, if applicable) or the Warrant exercise form within three (3) business days after receipt of such Notice of Conversion (and Option exercise notice) or Warrant exercise formConversion. The Escrow Agent shall not be responsible for any breach by the Company of its obligation to timely deliver sufficient Escrow Shares to effect a conversion or exercise. Upon Buyer's receipt of all Common Stock due upon conversion of all of the Preferred Stock Notes issued to the Buyer, including also any Option Shares to be issued upon exercise of the Option, or upon exercise of the Warrant, the Buyer shall inform the Escrow Agent in writing that the requirements of the Securities Purchase Agreement with respect to the Preferred Stock Notes have been satisfied. The Company shall instruct the Escrow Agent in writing as to the return to the Company of the remaining Escrow Shares, and the Escrow Agent shall as soon as practicable return such remaining Escrow Shares in accordance with the Company's instructions. Thereafter the Escrow Agent shall have no further obligation to any party with respect to the Escrow Shares, whether those delivered to the Buyer or those returned to the Company.

Escrow of Common Stock. In accordance with Section 4(h) of the Securities Purchase Agreement, and based upon certain representations and warranties contained in the Securities Purchase Agreement, upon registration of the Registrable Securities, and from time to time as requested by the Buyer thereafter, the Company shall place in trust with the Escrow Agent one or more stock certificates representing a number of non-legended shares of Common 77 79 Stock as specified in the Securities Purchase Agreement ("Escrow Shares"). The Escrow Agent shall hold the Escrow Shares in certificate form or in a brokerage account as the Escrow Agent deems appropriate to fulfill his duties under the Securities Purchase Agreement and hereunder. None of the Escrow Shares shall be disbursed other than in accordance with the terms of Section 4(h) of the Securities Purchase Agreement and of the terms hereof, or in accordance with the written instructions of both the Company and the Buyer delivered to the Escrow Agent. In no event shall the Escrow Agent release or transfer any Escrow Shares to any party other than to the Buyer (or another buyer) or to the Company in accordance with this Agreement, absent express written instructions from the Company and the Buyer to transfer Escrow Shares to a third party. Upon a full or partial conversion of Preferred Stock or exercise of the Option, the Buyer shall deliver via facsimile to the Escrow Agent a copy of the Notice of Conversion (and along with it, if applicable, the Option exercise form). Likewise, should the Buyer exercise the Warrant in full or in part, the Buyer shall deliver to the Escrow Agent a copy of such exercise form. The Escrow Agent shall use its reasonable best efforts to cause the delivery from escrow to the Buyer (in accordance with the Buyer's written instructions to the Escrow Agent, and via electronic transfer or otherwise) of the number of shares of Common Stock specified in the Notice of Conversion (and Option exercise notice, if applicable) or the Warrant exercise form within three (3) business days after receipt of such Notice of Conversion (and Option exercise notice) or Warrant exercise form. The Escrow Agent shall not be responsible for any breach by the Company of its obligation to timely deliver sufficient Escrow Shares to effect a conversion or exercise. Upon Buyer's receipt of all Common Stock due upon conversion of all of the Preferred Stock issued to the Buyer, including also any Option Shares to be issued upon exercise of the Option, or upon exercise of the Warrant, the Buyer shall inform the Escrow Agent in writing that the requirements of the Securities Purchase Agreement with respect to the Preferred Stock have been satisfied. The Company shall instruct the Escrow Agent in writing as to the return to the Company of the remaining Escrow Shares, and the Escrow Agent shall as soon as practicable return such remaining Escrow Shares in accordance with the Company's instructions. Thereafter the Escrow Agent shall have no further obligation to any party with respect to the Escrow Shares, whether those delivered to the Buyer or those returned to the Company.