Common use of Escrow Provisions Clause in Contracts

Escrow Provisions. A. Upon the execution of the Agreement between Demeter and Licensee, Licensee will pay the license issue fees set forth in Paragraph A of Article III and the technical assistance and support amount set forth in Article VIII (totaling $1,250,000) as follows: (i) the sum of Seventy-five Thousand Dollars ($75,000) will be paid directly to Demeter (which amount relates to the amounts due under Article IIIA(c) and a portion of the amount due under Article VIII) and (ii) the sum of One Million, One Hundred Seventy-five Thousand Dollars ($1,175,000) will be paid into a mutually agreeable interest bearing escrow account using an escrow agent mutually acceptable to Demeter and Licensee; which payments will satisfy Licensee's obligation under the indicated provisions set forth in this Paragraph A. B. Promptly upon LSU's signature to this Agreement, Two Hundred and Seventy-five Thousand Dollars ($275,000) of the amount held in escrow (which amount relates to the balance of the amount due under Article VIII) will be released to Demeter. The balance of the amount held in escrow will be released to Demeter upon the receipt by Demeter or LSU of a letter from Phytonetix releasing any interest that the Prior Parties may have in the LSU Licensed Patents by virtue of the Prior License; or, if such release cannot be obtained, such other documentation as Licensee may, in its sole discretion, accept in lieu of such release. C. In the event that the conditions set forth in Paragraph B above cannot be satisfied within six (6) months from the date of execution of this Agreement, then the balance of the escrow account will be released to Licensee. D. In the event Licensee is subsequently able to secure the Prior Parties' release of any interest in the LSU Licensed Patents and Supplemental Patent Rights by the Prior Parties, or in the event that the Prior Parties' right to assert any such interest is barred by statute or adjudicated adversely to the Prior Parties, then Licensee will pay to Demeter the amount of any funds remaining from the previously escrowed balance released to Licensee to the extent that such funds were not utilized by Licensee in obtaining such release , or otherwise used in securing Licensee's right to use the LSU Licensed Patents and Supplemental Patent Rights.

Escrow Provisions. A. Upon Pending the execution sale of the Agreement between Demeter and Licensee, Licensee will pay the license issue fees set forth in Paragraph A of Article III Shares and the technical assistance Warrants, all funds paid hereunder shall be deposited in a trust account maintained at Manufacturers Bank, 1000 Xxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 (the "BANK"), which is maintained by Sxxxx Law Group (the "ESCROW AGENT") (the "BANK ACCOUNT"), pursuant to an escrow agreement by and support amount set forth in Article VIII among the Escrow Agent, the Company, and the Placement Agent (totaling $1,250,000) as follows: the "ESCROW AGREEMENT"). If a Closing has not occurred on or prior to March 23, 2004, or such later date mutually agreed by the Company and the Placement Agent (i) the sum "TERMINATION DATE"), then this Agreement shall be void and all funds paid hereunder by each Purchaser shall be promptly returned to the Placement Agent without interest and/or deduction, except for those fees, if any, charged by the Bank regarding the transfer by wire of Seventy-five Thousand Dollars ($75,000) will funds pursuant to this Agreement and the Escrow Agreement, subject to Section 2.5 hereof. If a Closing occurs on or prior to the Termination Date, then all net purchase proceeds shall be paid directly to Demeter (which amount relates to the amounts due under Article IIIA(cCompany within three (3) and a portion of the amount due under Article VIII) and (ii) the sum of One Millionbusiness days thereafter. Each Purchaser, One Hundred Seventy-five Thousand Dollars ($1,175,000) will be paid into a mutually agreeable interest bearing escrow account using an escrow agent mutually acceptable to Demeter and Licensee; which payments will satisfy Licensee's obligation under the indicated provisions set forth in this Paragraph A. B. Promptly upon LSU's by his, her or its signature to this Agreement, Two Hundred hereby acknowledges and Seventy-five Thousand Dollars ($275,000) agrees, for the benefit of the amount held in escrow (which amount relates to Escrow Agent, that the balance Escrow Agent is not a co-issuer, employee, affiliate, agent, or other representative of the amount due under Article VIII) will be released to Demeter. The balance Company or the Placement Agent regarding the offer and sale of the amount held Transaction Securities sold by the Company, pursuant to this Agreement, or otherwise, but the Escrow Agent is acting as escrow agent to accommodate the closing of the purchase of those securities for the Company and the Placement Agent. Each Purchaser, by his, her or its signature to this Agreement, hereby represents, warrants, and covenants, for the benefit of the Escrow Agent, that such Purchaser has not received from the Escrow Agent, directly or indirectly, any representation, warranty, covenant, or other information, in escrow will be released any form whatsoever, regarding the purchase of the Investor Securities. Accordingly, each Purchaser, by his, her or its signature to Demeter this Agreement, hereby represents, warrants, and covenants that such Purchaser has not relied upon any representation, warranty, covenant, or other information from the receipt Escrow Agent regarding such Purchaser's decision to purchase the Investor Securities. Each Purchaser, by Demeter his, her or LSU its signature to this Agreement, hereby represents, warrants, and covenants, for the benefit of a letter from Phytonetix releasing any interest the Escrow Agent, that such Purchaser, is aware that the Prior Parties may have in Escrow Agent has served as counsel for the LSU Licensed Patents by virtue Company and currently serves as counsel for affiliates of the Prior LicenseCompany; orPROVIDED, if such release canHOWEVER, the Escrow Agent does not be obtained, such other documentation serve as Licensee may, in its sole discretion, accept in lieu of such release. C. In counsel for the event that the conditions set forth in Paragraph B above cannot be satisfied within six (6) months from Company on the date of this Agreement. Each Purchaser, by his, her or its signature to this Agreement, and assuming the proper execution by the Escrow Agent of its duties pursuant to the Escrow Agreement, hereby unconditionally, irrevocably, and forever indemnifies and releases the Escrow Agent, to the maximum extent permitted by applicable law, for any and all claims of Purchaser of any nature whatsoever which may exist at any time, either on the date of such Purchaser's purchase of such Investor Securities or come into existence at any time in the future, in any way resulting from or relating to such Purchaser's purchase of the Investor Securities from the Company pursuant to the provisions of this Agreement, then or otherwise. Each Purchaser, by his, her or its signature to this Agreement, for the balance benefit of the Escrow Agent, represents, warrants, and covenants that such Purchaser understands the meaning and legal consequences of the representations, warranties, and covenants specified in this Section 2.3 and that the Escrow Agent has relied on and will continue to rely on those representations, warranties, and covenants as a condition to and as consideration for the performance of the escrow account will be released to Licensee. D. In the event Licensee is subsequently able to secure the Prior Parties' release of any interest in the LSU Licensed Patents and Supplemental Patent Rights services by the Prior Parties, or in the event that the Prior Parties' right to assert any such interest is barred by statute or adjudicated adversely Escrow Agent pursuant to the Prior Parties, then Licensee will pay to Demeter provisions of the amount of any funds remaining from the previously escrowed balance released to Licensee to the extent that such funds were not utilized by Licensee in obtaining such release , or otherwise used in securing Licensee's right to use the LSU Licensed Patents and Supplemental Patent RightsEscrow Agreement.

Escrow Provisions. A. Upon In order to secure the execution obligations of the Agreement between Demeter and LicenseeSeller, Licensee will pay the license issue fees set forth in Paragraph A of Article III Executive and the technical assistance Stockholder hereunder, Seller will deliver to NationsBank, N.A., as escrow agent, or if NationsBank, N.A. is not then able to act as such, such other party as the Purchaser and support amount set forth the Seller shall mutually agree upon (the "Escrow Agent") pursuant to an escrow agreement to 61 be entered into by all the parties hereto and the Escrow Agent, in Article VIII (totaling $1,250,000) as follows: (i) the sum of Seventy-five Thousand Dollars ($75,000) will be paid directly to Demeter (which amount relates form and substance reasonably acceptable to the amounts due under Article IIIA(c) parties hereto and a portion the Escrow Agent (the "Escrow Agreement"), the shares of the amount due under Article VIIIABA Common Stock received by Seller pursuant to Section 2.1(a)(i) and (iiiii) the sum hereof, together with any additional shares as may be required by Section 5.6 hereof, one-half of One Million, One Hundred Seventy-five Thousand Dollars ($1,175,000) which shares will be paid into a mutually agreeable interest bearing escrow account using an escrow agent mutually acceptable to Demeter and Licensee; which payments will satisfy Licensee's obligation under the indicated provisions set forth in this Paragraph A. B. Promptly upon LSU's signature to this Agreement, Two Hundred and Seventy-five Thousand Dollars ($275,000) of the amount held in escrow (the "Escrow Fund") until March 15, 1998, and the remainder of which amount relates to the balance of the amount due under Article VIII) will be released to Demeter. The balance of the amount held in escrow will until June 30, 1999 (each, a "Release Date"). Should any claims be released to Demeter upon made while any shares are held in escrow, the receipt by Demeter same shall remain in escrow until the final resolution of such claim, notwithstanding the passing of March 15, 1998 or LSU of a letter from Phytonetix releasing any interest that June 30, 1999, as the Prior Parties case may be. The Purchaser shall have the right, in the LSU Licensed Patents by virtue exercise of the Prior License; orits reasonable and good faith judgment, if such release cannot be obtained, such other documentation as Licensee may, in its sole discretion, accept in lieu of such release. C. In the event that the conditions set forth in Paragraph B above cannot be satisfied within six (6) months to set-off and deduct from the date of execution of this AgreementEscrow Fund, then the balance of the escrow account will be released to Licensee. D. In the event Licensee is subsequently able to secure the Prior Parties' release of any interest in the LSU Licensed Patents and Supplemental Patent Rights by the Prior Parties, or in the event that the Prior Parties' right to assert any such interest is barred by statute or adjudicated adversely upon written notice to the Prior PartiesEscrow Agent, then Licensee will pay that number of shares of ABA Common Stock having a value equal to Demeter the amount of any funds remaining from losses for which Seller, the previously escrowed balance released Executive or the Stockholder are required to Licensee indemnify Purchaser pursuant to the extent provisions of Section 5.3(a) above, including, but not limited to, by reason of Section 2.1(f) hereof; provided, however, that prior to any such set-off, (x) the Purchaser shall give notice to the Seller of the claim for which indemnity is sought, and the Seller shall have a period of 15 days in which to cure or otherwise remedy, to the satisfaction of the Purchaser, any such claim, and (y) during such 15 day period, Seller and Purchaser shall hold good faith negotiations to resolve any dispute with respect to any such claim for indemnification (however, such negotiations shall not extend such 15 day period); and (z) that prior to any such set-off, the Seller shall be afforded the opportunity to pay to the Purchaser, in immediately available funds, the amount of any such loss within 15 days of notice thereof. For purpose of this Section 5.3(d), the value of the shares of ABA Common Stock shall equal the average closing price of ABA's Common Stock on the American Stock Exchange (or such other exchange as such shares may then be listed) for the ten consecutive trading day period ending two trading days prior to the date of determination. If the amount of deduction is subsequently determined to be in excess of the amount which Purchaser is legally entitled to deduct, Purchaser shall promptly return such funds were not utilized in cash or ABA Common Stock, as the case may be, to the Escrow Fund or if the Escrow Fund has terminated, shall pay such difference to Seller after such final determination. ABA Common Stock returned to the Escrow Fund shall be valued as set forth above. In the event any shares of ABA Common Stock are sold at the request of the Seller while held in the Escrow Fund, the proceeds of any such sale shall be remitted to and held as part of the Escrow Fund until released in accordance with the provisions of this Section. So long as there is no breach of any representation, warranty, covenant or agreement by Licensee the Seller, the Executive or the Stockholder under this Agreement or the other agreements contemplated hereby, and subject to any rights in obtaining such release favor of third parties that may be granted by the Seller, the Executive or otherwise used the Stockholder, the Seller shall be entitled to vote the shares of ABA Common Stock in securing Licensee's right the Escrow Fund and to use receive dividends thereon, when, as and if declared by the LSU Licensed Patents and Supplemental Patent RightsBoard of Directors of ABA.

Escrow Provisions. A. Upon 3.1 Xxxxx Xxxxxx shall hold the execution Subject Securities and the Subject Monies (which shall be deposited into a segregated interest-bearing trust account at a Canadian chartered bank or similar financial institution of the Agreement between Demeter and Licensee, Licensee will pay kind of account normally used for such purposes) for the license issue fees set forth in Paragraph A purpose of Article III and securing the technical assistance and support amount set forth in indemnification obligations of the Sellers pursuant to Article VIII of the Purchase Agreement for a period of six months commencing on the Closing Date, subject to the provisions of Section 3.2 hereof (totaling $1,250,000) the "Escrow Period"). The Subject Monies plus any interest accrued thereon, the Subject Securities and any Common Shares or other equity securities issued or distributed by the Parent in respect of the Subject Securities during the Escrow Period (the "New Shares"), as followsheld by Xxxxx Xxxxxx, are hereinafter collectively referred to as the "Escrow Fund". 3.2 Notwithstanding any other provision hereof, three months from the Closing Date the Escrow Period with respect to one-half of the Subject Monies and one-half of the Subject Securities shall terminate. At such time, Xxxxx Xxxxxx shall: (ia) wire to the Representative, as per the Representative’s wire instructions, the amount of US$150,000, representing one-half of the Subject Monies, plus the interest accrued thereon; and (b) deliver, via courier, to the Parent’s transfer agent (the "Transfer Agent") the sum Share Certificate representing 2,375,000 Common Shares, representing one-half of Seventy-five Thousand Dollars ($75,000) will be paid directly the Subject Securities, along with any related New Shares. The Parent shall instruct the Transfer Agent and shall cause the Transfer Agent to Demeter (which amount relates issue to the amounts due under Article IIIA(c) and a Sellers stock certificates representing such Common Shares, as instructed by the Representative. Notwithstanding the foregoing, if the said portion of the amount due under Subject Monies and/or the Subject Securities are necessary to fully satisfy any unsatisfied claims made pursuant to Article VIII) and (ii) VIII of the sum of One Million, One Hundred Seventy-five Thousand Dollars ($1,175,000) will be paid into a mutually agreeable interest bearing escrow account using an escrow agent mutually acceptable to Demeter and Licensee; which payments will satisfy Licensee's obligation under the indicated provisions set forth in this Paragraph A. B. Promptly upon LSU's signature to this Purchase Agreement, Two Hundred and Seventy-five Thousand Dollars ($275,000) as specified in any Indemnity Claim Notice received by Xxxxx Xxxxxx prior to the expiration of the amount held in escrow (which amount relates to the balance of the amount due under Article VIII) will be released to Demeter. The balance of the amount held in escrow will be released to Demeter upon the receipt by Demeter or LSU of a letter from Phytonetix releasing any interest that the Prior Parties may have in the LSU Licensed Patents by virtue of the Prior License; or, if such release cannot be obtained, such other documentation as Licensee may, in its sole discretion, accept in lieu of such release. C. In the event that the conditions set forth in Paragraph B above cannot be satisfied within six (6) months from the date of execution of this Agreementsaid three-month period, then the balance said Subject Monies and Subject Securities shall be retained by Xxxxx Xxxxxx; provided that if, between the expiry of the escrow account will be released three-month period and the expiry of the Escrow Period, Xxxxx Xxxxxx is instructed by notice in writing executed by the Parent and the Representative, in form and substance satisfactory to LicenseeXxxxx Xxxxxx, to deliver any or all of the Subject Monies (plus the interest accrued thereon) and/or the Subject Securities (and any related New Shares) to a person designated in such notice, Xxxxx Xxxxxx shall deliver such Subject Monies and/or Subject Securities, as directed. D. In 3.3 Upon the event Licensee is subsequently able to secure expiration of the Prior Parties' release of any interest in the LSU Licensed Patents and Supplemental Patent Rights by the Prior PartiesEscrow Period, or in the event that the Prior Parties' right to assert any such interest is barred by statute or adjudicated adversely Xxxxx Xxxxxx shall: (a) wire to the Prior PartiesRepresentative, then Licensee will pay to Demeter as per the Representative’s wire instructions, the amount of any funds Subject Monies remaining in the Escrow Fund plus the interest accrued thereon; and (b) deliver, via courier, to the Transfer Agent the Share Certificate(s) remaining in the Escrow Fund along with any related New Shares. The Parent shall instruct the Transfer Agent and shall cause the Transfer Agent to issue to the Sellers stock certificates representing such Common Shares, as instructed by the Representative. Notwithstanding the foregoing, if the said portion of the Subject Monies and/or the Subject Securities are necessary to fully satisfy any unsatisfied claims made pursuant to Article VIII of the Purchase Agreement, as specified in any Indemnity Claim Notice received by Xxxxx Xxxxxx prior to the expiration of the Escrow Period, then the said Subject Monies and Subject Securities shall be retained by Xxxxx Xxxxxx; provided that if, after the expiry of the Escrow Period, Xxxxx Xxxxxx is instructed by notice in writing executed by the Parent and the Representative, in form and substance satisfactory to Xxxxx Xxxxxx, to deliver any or all of the Subject Monies and/or the Subject Securities to a person designated in such notice, Xxxxx Xxxxxx shall deliver such Subject Monies (plus the interest accrued thereon) and/or Subject Securities (and any related New Shares), as directed. 3.4 Xxxxx Xxxxxx is authorized by each of the Buyer and the Sellers to make the deliveries required by each of Sections 3.2 and 3.3 of this Agreement. 3.5 Notwithstanding any other provision of the Purchase Agreement, the parties hereto agree that Xxxxx Xxxxxx shall not be obliged to deliver copies of any proxy solicitation materials received by it, if any, to the Sellers or to the Representative, nor to provide quarterly statements to the Representative regarding the Escrow Fund. At the time of making any distributions from the previously escrowed balance released Escrow Fund, Xxxxx Xxxxxx shall make reasonable efforts to Licensee provide the Representative with a written statement setting out the amounts of the Subject Monies plus interest accrued thereon, the Subject Securities and the New Shares remaining in the Escrow Fund. The Parent agrees that, during the Escrow Period, it shall attend to the extent that such funds were not utilized by Licensee in obtaining such release , or otherwise used in securing Licensee's right delivery of any proxy solicitation materials to use the LSU Licensed Patents and Supplemental Patent RightsRepresentative.

Escrow Provisions. A. Upon the execution of the Agreement between Demeter and Licensee, Licensee will pay the license issue fees set forth in Paragraph A of Article III and the technical assistance and support amount set forth in Article VIII (totaling $1,250,000) as follows: (i) the sum of Seventy-five Thousand Dollars ($75,000) will be paid directly to Demeter (which amount relates to the amounts due under Article IIIA(c) and a portion of the amount due under Article VIII) and (ii) the sum of One Million, One Hundred Seventy-five Thousand Dollars ($1,175,000) will be paid into a mutually agreeable interest bearing escrow account using an escrow agent mutually acceptable to Demeter and Licensee; which payments will satisfy Licensee's obligation under the indicated provisions set forth in this Paragraph A. B. Promptly upon LSU's signature to this Agreement, Two Hundred and Seventy-five Thousand Dollars ($275,000) of the amount held in escrow (which amount relates to the balance of the amount due under Article VIII) will be released to Demeter. The balance of the amount held in escrow will be released to Demeter upon the receipt by Demeter or LSU of a letter from Phytonetix releasing any interest that the Prior Parties may have in the LSU Licensed Patents by virtue of the Prior License; or, if such release cannot be obtained, such other documentation as Licensee may, in its sole discretion, accept in lieu of such release. C. In the event that the conditions set forth in Paragraph B above cannot be satisfied within six (6) months from the date of Following mutual execution of this Agreement, then the balance parties shall cause an escrow to be opened with Escrow Agent, who shall administer the escrow for the transaction in accordance with the terms of this Agreement, and in accordance with Escrow Agent’s standard terms and conditions attached hereto as Exhibit 2.4. The parties further agree to execute such customary escrow instructions as Escrow Agent may reasonably require to administer the escrow for this transaction. (a) Upon the Closing, Escrow Agent is authorized and directed by each of Purchaser and Seller to pay any portion of the Deposit which has not been heretofore released to Seller pursuant to the terms of Section 2.2(d). (b) In the event Purchaser should default under this Agreement as set forth in Section 12.1 below, Escrow Agent shall pay to Seller any portion of the Deposit which has not been heretofore released to Seller pursuant to the terms of Section 2.2(d), who shall retain the Deposit in accordance with Section 12.1 below. (c) In the event this Agreement is terminated by reason other than Purchaser’s default as set forth in Section 12.1 below, Seller shall, within thirty (30) days of termination of this Agreement, fund the refundable portion of the Deposit previously released to Seller to escrow by electronic wire transfer of immediately available federal funds to the account previously designated by Escrow Agent. Escrow Agent shall, promptly upon availability thereof, pay the refundable portion of the Deposit to Purchaser. Notwithstanding the foregoing, (x) in the event this Agreement is terminated by reason other than Purchaser’s default as set forth in Section 12.1 below after the Initial Non-Refundable Portion Trigger Date, except as otherwise provided in Section 2.2(d)(1), a portion of the Deposit equal to the Initial Non-Refundable Portion shall be retained by Seller and (y) in the event this Agreement is terminated by reason other than Purchaser’s default as set forth in Section 12.1 below after the Second Non-Refundable Portion Trigger Date, except as otherwise provided in Section 2.2(d)(3), the entire Deposit shall be retained by Seller. (d) Escrow Agent shall deposit the Deposit in an interest bearing account. So long as Purchaser is not in default under this Agreement and the Deposit has not been released to Seller in accordance with Section 2.2, Purchaser shall be entitled to receive the interest earned on the Deposit, which shall be applied towards the Purchase Price, and shall pay all income taxes owed in connection therewith. The employer identification numbers of Seller and Purchaser are respectively set forth on the signature page hereof. (e) Escrow Agent, by signing this Agreement at the end hereof where indicated, signifies its agreement to hold the Deposit for the purposes as provided in this Agreement. In the event of any dispute, Escrow Agent shall have the right to deposit the Deposit with a court of competent jurisdiction to await the resolution of such dispute. Escrow Agent shall not incur any liability by reason of any action or non-action taken by it in good faith or pursuant to the judgment or order of a court of competent jurisdiction. Escrow Agent shall have the right to rely upon the genuineness of all certificates, notices and instruments delivered to it pursuant hereto, and all the signatures thereto or to any other writing received by Escrow Agent purporting to be signed by any party hereto, and upon the truth of the contents thereof. (f) Subject to the provisions of Section 2.2, and except as provided in Section 2.2(d)(1), Escrow Agent shall not pay or deliver the Deposit to any party unless written demand is made therefor and a copy of such written demand is delivered to the other party. If Escrow Agent does not receive a written objection from the other party to the proposed payment or delivery within five (5) Business Days after such demand is served by personal delivery on such party, Escrow Agent is hereby authorized and directed to make such payment or delivery. If Escrow Agent does receive such written objection within such five (5) Business Day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment or delivery, Escrow Agent shall forward a copy of the objections, if any, to the other party or parties, and continue to hold the Deposit unless otherwise directed by written instructions from the parties to this Agreement or by a judgment of a court of competent jurisdiction. In any event, Escrow Agent shall have the right to refrain from taking any further action with respect to the subject matter of the escrow account will be released to Licenseeuntil it is reasonably satisfied that such dispute is resolved or action by Escrow Agent is required by an order or judgment of a court of competent jurisdiction. D. (g) Escrow Agent shall be entitled to consult with counsel in connection with its duties hereunder. Seller and Purchaser, jointly and severally, agree to reimburse Escrow Agent, upon demand, for the reasonable costs and expenses including attorneys’ fees incurred by Escrow Agent in connection with its acting in its capacity as Escrow Agent. In the event Licensee of litigation relating to the subject matter of the escrow, whichever of Seller or Purchaser is subsequently able to secure not the Prior Parties' release of prevailing party shall reimburse the prevailing party for any interest in the LSU Licensed Patents costs and Supplemental Patent Rights fees paid by the Prior Parties, prevailing party or in the event that the Prior Parties' right to assert any such interest is barred by statute or adjudicated adversely to the Prior Parties, then Licensee will pay to Demeter the amount of any funds remaining paid from the previously escrowed balance released funds to Licensee Escrow Agent. (h) Seller and Purchaser shall jointly and severally indemnify and hold Escrow Agent harmless from and against all liabilities (including reasonable attorneys’ fees) incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or made by Escrow Agent in bad faith, in disregard of this Agreement or involving negligence on the extent that such funds were not utilized by Licensee in obtaining such release , or otherwise used in securing Licensee's right to use the LSU Licensed Patents and Supplemental Patent Rightspart of Escrow Agent.

Escrow Provisions. A. Upon 3.1 The Shareholder and PBOF hereby direct the execution Escrow Agent to retain the Shares and the PA and not to cause anything to be done to release the same from escrow except in accordance with this Agreement. The Escrow Agent accepts its responsibilities hereunder and agrees to perform them in accordance with the terms hereof. 3.2 The Escrow Agent will hold the Shares and the PA in escrow and will, unless prohibited by an order of a court of competent jurisdiction, deliver the Agreement between Demeter Shares and LicenseePA as follows: (a) within five business days after its receipt of a certificate signed by each of PBOF and Cornell to the effect that an “Event of Default” (as defined in Secured Convertible Debenture issued to Cornell as of even date herewith (the “Debenture”)) has occurred, Licensee will pay the license issue fees Escrow Agent shall deliver the Shares and the PA to Cornell at the address set forth in Paragraph A of Article III and the technical assistance and support amount set forth in Article VIII (totaling $1,250,000) as follows: (i) the sum of Seventy-five Thousand Dollars ($75,000) will be paid directly to Demeter (which amount relates to the amounts due under Article IIIA(c) and a portion of the amount due under Article VIII) and (ii) the sum of One Million, One Hundred Seventy-five Thousand Dollars ($1,175,000) will be paid into a mutually agreeable interest bearing escrow account using an escrow agent mutually acceptable to Demeter and Licensee; which payments will satisfy Licensee's obligation under the indicated provisions set forth in this Paragraph A. B. Promptly upon LSU's signature to this Agreement, Two Hundred and Seventy-five Thousand Dollars ($275,000) of the amount held in escrow (which amount relates to the balance of the amount due under Article VIII) will be released to Demeter. The balance of the amount held in escrow will be released to Demeter upon the receipt by Demeter Section 7.5 hereto or LSU of a letter from Phytonetix releasing any interest that the Prior Parties may have in the LSU Licensed Patents by virtue of the Prior License; or, if such release cannot be obtained, at such other documentation address as Licensee mayCornell shall instruct the Escrow Agent in writing from time to time. For the avoidance of doubt, in its sole discretionthe parties other than the Escrow Agent agree among themselves that, accept in lieu of such release. C. In the event that the conditions set forth in Paragraph B above cannot be satisfied within six (6) months from the date of execution of this Agreement, then the balance of the escrow account will be released to Licensee. D. In the event Licensee is subsequently able to secure the Prior Parties' release of any interest in the LSU Licensed Patents and Supplemental Patent Rights by the Prior Parties, or in the event they instruct the Escrow Agent to deliver the Shares in accordance with this Section 3.2(a), they will instruct the Escrow Agent to transfer such Shares, or a portion thereof, so that the Prior Parties' right Shares previously owned by and registered in the name of the Shareholder shall be delivered to assert any such interest is barred and re-registered in the name of Cornell; or (b) within five business days after its receipt of a certificate signed by statute or adjudicated adversely each of PBOF and Cornell to the Prior Partieseffect that the Debenture has been fully repaid or converted pursuant to Sections 3 and 4 of the Debenture, then Licensee will pay to Demeter the amount of any funds remaining from Escrow Agent shall deliver the previously escrowed balance released to Licensee Shares and related PA to the extent that Shareholder at the address set out in Section 7.5 hereto or at such funds were not utilized other address as the Shareholder shall instruct the Escrow Agent in writing from time to time. The period of time any of the Shares are held by Licensee in obtaining such release , or otherwise used in securing Licensee's right the Escrow Agent pursuant to use this Section 3.2 shall be referred to herein as the LSU Licensed Patents and Supplemental Patent Rights“Escrow Period.”

Escrow Provisions. A. With respect to the Deposit (and the Additional Deposit, if applicable), Escrow Agent is instructed as follows: (a) Upon the execution Closing, the Deposit (and the Additional Deposit, if applicable) then being held shall be paid over to Seller and the Promissory Note (and the Additional Promissory Note, if applicable) shall be returned to Purchaser. (b) Prior to the Closing or the Closing date set by Seller pursuant to Article 18, Escrow Agent shall deliver the Deposit (and the Additional Deposit, if applicable) and the Promissory Note (and the Additional Promissory Note, if applicable) to the party(ies) designated in a joint written directive delivered to Escrow Agent and signed by Purchaser and Seller (a "Joint Directive") or to a party hereto requesting same in a writing delivered to Escrow Agent and certifying therein that it is entitled to the Deposit (and the Additional Deposit, if applicable) pursuant to this Contract (a "Party Letter"). If Escrow Agent receives a Joint Directive, it promptly thereafter shall deliver the Deposit (and the Additional Deposit, if applicable) and the Promissory Note (and the Additional Promissory Note, if applicable) in accordance with the Joint Directive. If the Escrow Agent receives a Party Letter, it promptly thereafter shall send a copy of the Agreement between Demeter Party Letter to the other party hereto and Licensee, Licensee will pay not release the license issue fees set forth in Paragraph A of Article III Deposit (and the technical assistance Additional Deposit, if applicable) and support amount set forth the Promissory Note (and the Additional Promissory Note, if applicable) pursuant to such Party Letter until five (5) business days after such delivery of a copy of the Party Letter to the other party; provided, however, if within five (5) business days after its receipt of a copy of the Party Letter, the other party objects in Article VIII writing to the Escrow Agent to such delivery of the Deposit (totaling $1,250,000and the Additional Deposit, if applicable), the Escrow Agent will hold the Deposit (and the Additional Deposit, if applicable) and the Promissory Note (and the Additional Promissory Note, if applicable) until it receives a Joint Directive or otherwise deal with the Deposit (and the Additional Deposit, if applicable) and the Promissory Note (and the Additional Promissory Note, if applicable) in accordance with the provisions of paragraphs (e) or (f) below. (c) For purposes of this Section 24, all deliveries must be delivered as follows: : (i) Deliveries to Purchaser must be delivered to Purchaser, Attention: Xxxxxxx Xxxxxxxx, at the sum address of Seventy-five Thousand Dollars ($75,000) will be paid directly Purchaser as provided first above, with copies to Demeter (which amount relates to the amounts due under Xxxxx Xxxxx & Xxxxx in accordance with Article IIIA(c) and a portion of the amount due under Article VIII) and 15 hereof. (ii) Deliveries to Seller must be delivered to Xxxxxx Xxxxxxxxx at the sum address of One MillionSeller as provided first above with copies to Stadtmauer Bailkin LLP in accordance with Article 15 hereof. (iii) Deliveries to the Escrow Agent shall be as provided in Section 15 hereof. (d) Escrow Agent is hereby instructed by Seller and Purchaser to invest the escrowed cash amount initially constituting the Deposit (and the Additional Deposit, One Hundred Seventy-five Thousand Dollars ($1,175,000if applicable) will be paid into a mutually agreeable in interest bearing escrow account using an escrow agent mutually acceptable to Demeter and Licensee; which payments will satisfy Licensee's obligation under accounts at Chase Manhattan Bank. Any interest earned on the indicated provisions set forth in this Paragraph A. B. Promptly upon LSU's signature to this Agreement, Two Hundred and Seventy-five Thousand Dollars ($275,000) of the escrowed amount when received shall similarly be held in escrow by Escrow Agent and (which amount relates i) if the Deposit (and the Additional Deposit, if applicable) under the terms of this Contract is to be paid over to Purchaser, then such interest shall similarly be paid over to Purchaser or (ii) if the balance Deposit (and the Additional Deposit, if applicable) is to be paid over to Seller, then such interest shall similarly be paid over to Seller. The party receiving such interest or the benefit of such interest shall pay the income taxes thereon. The identification or social security numbers, as the case may be, of the amount due under Article VIIISeller and the Purchaser are listed on Schedule G attached hereto and made a part hereof. (e) will be released Escrow Agent, by signing this Contract at the end hereof where indicated, signifies its agreement to Demeter. The balance of hold the amount held in escrow will be released to Demeter upon Deposit (and the receipt by Demeter or LSU of a letter from Phytonetix releasing any interest that the Prior Parties may have in the LSU Licensed Patents by virtue of the Prior License; orAdditional Deposit, if such release cannot be obtainedapplicable) and the Promissory Note (and the Additional Promissory Note, such other documentation if applicable) for the purpose as Licensee may, provided in its sole discretion, accept in lieu of such release. C. this Contract. In the event that the conditions set forth in Paragraph B above cannot be satisfied within six (6) months from the date of execution of this Agreement, then the balance of the escrow account will be released to Licensee. D. In the event Licensee is subsequently able to secure the Prior Parties' release of any interest in dispute, Escrow Agent shall have the LSU Licensed Patents and Supplemental Patent Rights by the Prior Partiesright, or in the event that the Prior Parties' right to assert any such interest is barred by statute or adjudicated adversely to the Prior Parties, then Licensee will pay to Demeter the amount of any funds remaining from the previously escrowed balance released to Licensee to the extent that such funds were it has not utilized by Licensee received a Joint Directive, to deposit the Deposit (and the Additonal Deposit, if applicable) and the Promissory Note (and the Additional Promissory Note, if applicable) in obtaining such release court to await the final, or otherwise used in securing Licensee's right to use the LSU Licensed Patents and Supplemental Patent Rights.unappealable resolution of such

Escrow Provisions. A. 3.1 The Securityholder and the Company hereby direct the Escrow Agent to retain the Shares, the Certificates and the Stock Powers and not to cause anything to be done to release the same from escrow except in accordance with this Agreement. The Escrow Agent accepts its responsibilities hereunder and agrees to perform them in accordance with the terms hereof. 3.2 Subject to Article 4, the Escrow Agent will hold the Shares, the Certificates and the Stock Powers in escrow. Upon a request from the execution Securityholder and subject to the approval of the Agreement between Demeter and Licensee, Licensee will pay the license issue fees set forth in Paragraph A board of Article III and the technical assistance and support amount set forth in Article VIII (totaling $1,250,000) as follows: (i) the sum of Seventy-five Thousand Dollars ($75,000) will be paid directly to Demeter (which amount relates to the amounts due under Article IIIA(c) and a portion directors of the amount due under Article VIII) and (ii) the sum of One Million, One Hundred Seventy-five Thousand Dollars ($1,175,000) will be paid into a mutually agreeable interest bearing escrow account using an escrow agent mutually acceptable to Demeter and Licensee; which payments will satisfy Licensee's obligation under the indicated provisions set forth in this Paragraph A. B. Promptly upon LSU's signature to this Agreement, Two Hundred and Seventy-five Thousand Dollars ($275,000) of the amount held in escrow (which amount relates to the balance of the amount due under Article VIII) will be released to Demeter. The balance of the amount held in escrow will be released to Demeter upon the receipt by Demeter or LSU of a letter from Phytonetix releasing any interest that the Prior Parties may have in the LSU Licensed Patents by virtue of the Prior License; or, if such release cannot be obtained, such other documentation as Licensee may, Company in its sole discretion, accept the Escrow Agent, upon receipt of written approval by the Company, will release and deliver the Shares and corresponding Stock Powers in lieu accordance with the following schedule (the “Escrow Period”): (a) 25% of such release. C. In the event Shares will be released on the date that the conditions set forth in Paragraph B above cannot be satisfied within is six (6) months from the date of execution of this Agreementthe Company’s common shares are listed for trading on a Canadian Stock Exchange (an, then “Exchange”) (the balance “First Date”); (b) 25% of the escrow account Shares will be released to Licenseeon the date that is three months from the First Date; (c) 25% of the Shares will be released on the date that six months from the First Date; and (d) the remaining 25% of the Shares will be released on the date that is ten months from the First Date. D. 3.3 In the event Licensee is subsequently able of a Change of Control (as defined herein), the Escrow Agent, upon receipt from the Company of a written notice confirming there has been a Change of Control, will release and deliver the Shares in the name of the Securityholder to secure the Prior Parties' release respective Securityholder. For the purposes of this Section 3.3, “Change of Control” means the happening of any interest in of the LSU Licensed Patents following events: (A) any transaction pursuant to which the Company goes out of existence (except for bankruptcy or insolvency); (B) any transaction pursuant to which any person or any associate or affiliate of such person and Supplemental Patent Rights by the Prior Parties, any person acting jointly or in concert with such person (as such term is defined in applicable securities legislation) (other than the event Company or a subsidiary of the Company), hereafter acquires the direct or indirect “beneficial ownership” (as such term is defined in applicable securities legislation) of securities of the Company representing 50% or more of the aggregate votes of all of the Company’s then issued and outstanding securities; (C) the sale of all or substantially all of the Company’s assets to a person other than a person that is an affiliated entity; (D) the Prior Parties' right dissolution or liquidation of the Company except in connection with the distribution of assets of the Company to assert any one or more persons which were affiliated entities prior to such interest is barred event; or (E) the occurrence of a transaction requiring approval of the Company’s shareholders involving the acquisition of the Company by statute an entity through purchase of assets, by amalgamation, reverse takeover or adjudicated adversely to the Prior Parties, then Licensee will pay to Demeter the amount of any funds remaining from the previously escrowed balance released to Licensee to the extent that such funds were not utilized by Licensee in obtaining such release , or otherwise used in securing Licensee's right to use the LSU Licensed Patents and Supplemental Patent Rightsotherwise.