Common use of Escrow Release Clause in Contracts

Escrow Release. The Aggregate Purchase Price shall be held by the Escrow Agent and shall be released as follows: (i) On the Closing Date: One Million Dollars ($1,000,000) shall be released by the Escrow Agent and One Million Dollars ($1,000,000) of Units shall be released by the Securities Escrow Agent on a pro rata basis based on the Subscriber’s subscription amount, in accordance with the written instructions of the Company and the Lead Investor provided that the Lead Investor and the Company certify that all conditions and obligations of the Company for such release set forth in Section 7 herein have been satisfied (the “Initial Escrow Release”). (ii) Subsequent to the Closing Date, in one or multiple tranches (each, a “Subsequent Escrow Release”), all or part of Five Million Dollars ($5,000,000) of cash shall be released by the Escrow Agent and Five Million Dollars ($5,000,000) of Units shall be released by the Securities Escrow Agent on a pro rata basis based on the Subscriber’s subscription amount, in accordance with the written instructions of the Company and the Lead Investor provided that the Lead Investor and the Company certify that the below conditions and obligations of the Company for such release set forth below have been satisfied (the “Release Conditions”): (A) The NASDAQ Approval has been obtained and; and (B) either a. The Lead Investor has approved the Subsequent Escrow Release in writing; or b. Requisite Approval of the Subscribers has been obtained; or c. The Company has executed definitive binding documents for a Qualified Transaction and the Qualified Transaction shall close contemporaneously with the Subsequent Escrow Release following approval of the Company’s stockholders as required by NASDAQ, which Qualified Transaction requires the filing by the Company of a Current Report on Form 8-K with the inclusion of audited financial statements of the target. For purposes hereof, a “Qualified Transaction” shall mean one or more acquisitions by the Company of any business, assets, stock, licenses, interests or properties (including, without limitation, intellectual property rights) approved by the stockholders of the Company or any acquisition involving assets, shares of capital stock, any purchase, merger, consolidation, recapitalization, or reorganization or involving any licensing, royalties, sharing arrangement or otherwise, which value of such Qualified Transaction is in excess of $25,000,000 for the Company’s interest therein. For purposes hereof, the value of a Qualified Transaction shall take into account all cash, stock, present value of all royalties, settlement amounts, future payments, license fees received or owed, and all other consideration associated with such acquisition of any kind whatsoever; or d. The following conditions are present: (i) nine (9) months has elapsed from the Closing Date; (ii) the Subsequent Escrow Release has not been consummated pursuant to Sections (a)-(c) above; (iii) the Subsequent Escrow Release does not release in excess of One Million Dollars ($1,000,000) and (iv) the two (2) directors appointed on the Closing Date have approved the One Million Dollar ($1,000,000) Subsequent Escrow Release in Writing (iii) If prior to the twelve (12) month anniversary of the Closing Date, unless extended by the Lead Investor or by Requisite Approval, none of the Release Conditions have been satisfied, Escrow Agent shall return Five Million Dollars ($5,000,000) to the Subscribers, without interest or deduction, and the Securities Escrow Agent shall return the Units held to the Company for cancellation. Notwithstanding anything herein to the contrary until cancelled, the Units (Series A Preferred Stock and Warrants) shall be issued and outstanding securities of the Company for all purposes.

Escrow Release. The Aggregate Purchase Price shall be held by the Escrow Agent and shall be released as follows: (i) On the each Closing Date: One Million Dollars Twenty ($1,000,00020%) percent of the Aggregate Purchase Price to be closed upon shall be released by the Escrow Agent and One Million Dollars Twenty ($1,000,00020%) percent of such corresponding Units shall be released by the Securities Escrow Agent on a pro rata basis based on the Subscriber’s subscription amount, in accordance with the written instructions of the Company and the Lead Investor provided that the Lead Investor and the Company certify that all conditions and obligations of the Company for such release set forth in Section 7 herein have been satisfied (the releases of 20% of the Aggregate Purchase Price, the “Initial Escrow ReleaseReleases”). (ii) Subsequent to the Closing DateInitial Escrow Releases, in one or multiple tranches (each, a “Subsequent Escrow Release”), all or part of Five Million Dollars the remaining eighty ($5,000,00080%) of cash Aggregate Purchase Price shall be released by the Escrow Agent and Five Million Dollars ($5,000,000) the corresponding percentage of Units shall be released by the Securities Escrow Agent on a pro rata basis based on the Subscriber’s subscription amount, in accordance with the written instructions of the Company and the Lead Investor provided that the Lead Investor and the Company certify that the below conditions and obligations of the Company for such release set forth below have been satisfied (the “Release Conditions”): (A) The NASDAQ Approval has been obtained and; and (B) either a. The Lead Investor has approved the Subsequent Escrow Release in writing; or b. Requisite Approval of the Subscribers has been obtained; or c. (B) The Company has executed definitive binding documents for a Qualified Transaction and the Qualified Transaction shall close contemporaneously with the Subsequent Escrow Release following approval of the Company’s stockholders as required by NASDAQ, which Qualified Transaction requires the filing by the Company of a Current Report on Form 8-K with the inclusion of audited financial statements of the target. For purposes hereof, a “Qualified Transaction” shall mean one or more acquisitions by the Company of any business, assets, stock, licenses, interests or properties (including, without limitation, intellectual property rights) approved by the stockholders of the Company or any acquisition involving assets, shares of capital stock, any purchase, merger, consolidation, recapitalization, or reorganization or involving any licensing, royalties, sharing arrangement or otherwise, which value of such Qualified Transaction is in excess of $25,000,000 for the Company’s interest therein. For purposes hereof, the value of a Qualified Transaction shall take into account all cash, stock, present value of all royalties, settlement amounts, future payments, license fees received or owed, and all other consideration associated with such acquisition of any kind whatsoever; or d. The following conditions are present: (i) nine (9) months has elapsed from the Closing Date; (ii) the Subsequent Escrow Release has not been consummated pursuant to Sections (a)-(c) above; (iii) the Subsequent Escrow Release does not release in excess of One Million Dollars ($1,000,000) and (iv) the two (2) directors appointed on the Closing Date have approved the One Million Dollar ($1,000,000) Subsequent Escrow Release in Writing (iii) If prior to the twelve (12) month anniversary of the Closing Date, unless extended by the Lead Investor or by Requisite Approval, none of the Release Conditions have been satisfied, Escrow Agent shall return Five Million Dollars ($5,000,000) to the Subscribers, without interest or deduction, and the Securities Escrow Agent shall return the Units held to the Company for cancellation. Notwithstanding anything herein to the contrary until cancelled, the Units (Series A Preferred Stock and Warrants) shall be issued and outstanding securities of the Company for all purposes.

Escrow Release. The Aggregate Purchase Price shall be held by the Escrow Agent and shall be released as follows: (i) On the Closing Date: One Million Dollars ($1,000,000) shall be released by the Escrow Agent and One Million Dollars ($1,000,000) of Units shall be released by the Securities Escrow Agent on a pro rata basis based on the Subscriber’s subscription amount, in accordance with the written instructions of the Company and the Lead Investor provided that the Lead Investor and the Company certify that all conditions and obligations of the Company for such release set forth in Section 7 herein have been satisfied (the “Initial Escrow Release”). (ii) Subsequent to the Closing Date, in one or multiple tranches (each, a “Subsequent Escrow Release”), all or part of Five Million Dollars ($5,000,000) of cash shall be released by the Escrow Agent and Five Million Dollars ($5,000,000) of Units shall be released by the Securities Escrow Agent on a pro rata basis based on the Subscriber’s subscription amount, in accordance with the written instructions of the Company and the Lead Investor provided that the Lead Investor and the Company certify that the below conditions and obligations of the Company for such release set forth below have been satisfied (the “Release Conditions”): (AB) The NASDAQ Approval has been obtained and; and (B) and either a. The Lead Investor has approved the Subsequent Escrow Release in writing; or b. Requisite Approval of the Subscribers has been obtained; or c. The Company has executed definitive binding documents for a Qualified Transaction and the Qualified Transaction shall close contemporaneously with the Subsequent Escrow Release following approval of the Company’s stockholders as required by NASDAQ, which Qualified Transaction requires the filing by the Company of a Current Report on Form 8-K with the inclusion of audited financial statements of the target. For purposes hereof, a “Qualified Transaction” shall mean one or more acquisitions by the Company of any business, assets, stock, licenses, interests or properties (including, without limitation, intellectual property rights) approved by the stockholders of the Company or any acquisition involving assets, shares of capital stock, any purchase, merger, consolidation, recapitalization, or reorganization or involving any licensing, royalties, sharing arrangement or otherwise, which value of such Qualified Transaction is in excess of $25,000,000 for the Company’s interest therein. For purposes hereof, the value of a Qualified Transaction shall take into account all cash, stock, present value of all royalties, settlement amounts, future payments, license fees received or owed, and all other consideration associated with such acquisition of any kind whatsoever; or d. The following conditions are present: (i) nine (9) months has elapsed from the Closing Date; (ii) the Subsequent Escrow Release has not been consummated pursuant to Sections (a)-(c) above; (iii) the Subsequent Escrow Release does not release in excess of One Million Dollars ($1,000,000) and (iv) the two (2) directors appointed on the Closing Date have approved the One Million Dollar ($1,000,000) Subsequent Escrow Release in Writing (iii) If prior to the twelve (12) month anniversary of the Closing Date, unless extended by the Lead Investor or by Requisite Approval, none of the Release Conditions have been satisfied, Escrow Agent shall return Five Million Dollars ($5,000,000) to the Subscribers, without interest or deduction, and the Securities Escrow Agent shall return the Units held to the Company for cancellation. Notwithstanding anything herein to the contrary until cancelled, the Units (Series A Preferred Stock and Warrants) shall be issued and outstanding securities of the Company for all purposes.

Escrow Release. The Aggregate Purchase Price shall be held (1) Contemporaneously with the submission by the Company to the SEC of an acceleration request relating to the Registration Statement (as defined herein) the Company will furnish a copy thereof to the Buyer, together with the date and approximate time such acceleration request was submitted to the SEC. The Company shall notify the Buyer and the Buyer Escrow Agent (collectively, the "Company Notice") that the Registration Statement shall have been declared effective by the SEC on the date (the "SEC Effective Date") such event occurs. If the Company Notice shall have been given and the conditions precedent in Section 7 shall have been satisfied or waived by the Buyer, then promptly after the later of (x) the date the Company Notice has been given to the Buyer, and (y) the date of satisfaction or waiver by the Buyer of the conditions precedent in Section 7, the Buyer shall notify the Buyer Escrow Agent that (1) the Registration Statement has been declared effective and (2) all conditions precedent to the release of the portion of the Escrow Funds (as defined in the Buyer Escrow Instructions) to be released as follows: to the Company have been satisfied or waived. The Company and the Buyer agree that, on the later of (i1) On the Closing Date: One Million Dollars ($1,000,000) shall be released date of receipt by the Buyer Escrow Agent of such notice from the Buyer, and One Million Dollars ($1,000,0002) the date of Units shall be released receipt by the Securities Escrow Agent escrow agents acting on a pro rata basis based on behalf of the Subscriber’s subscription amount, buyers in accordance connection with the written instructions several other Note Purchase Agreements, dated as of the date hereof, between the Company and the Lead Investor provided that several buyers named therein of the Lead Investor and latest of the notices from such buyers to release funds held by such escrow agents to the Company, or as promptly as practicable thereafter, the portion of the Escrow Funds to be released to the Company certify that all conditions and obligations shall be released to the Company in accordance with Section 1 of the Company for such release set forth in Section 7 herein have been satisfied (the “Initial Buyer Escrow Release”)Instructions. (ii2) Subsequent to If the Closing Date, in one or multiple tranches (each, a “Subsequent Escrow Release”), all or part of Five Million Dollars ($5,000,000) of cash shall be released by SEC Effective Date is not within 60 days after the Escrow Agent and Five Million Dollars ($5,000,000) of Units shall be released by the Securities Escrow Agent on a pro rata basis based on the Subscriber’s subscription amount, in accordance with the written instructions of date the Company and the Lead Investor Buyer execute and deliver this Agreement, one to the other, the Buyer shall have the right, exercisable pursuant to Section 10 to terminate this Agreement with the effect provided that the Lead Investor in Section 10 and the Company certify that right by notice to the below conditions and obligations Buyer Escrow Agent pursuant to the Buyer Escrow Instructions, to terminate the escrow under the Buyer Escrow Instructions as to all of the Company for such Note, whereupon, the Buyer shall be entitled to release set forth below have been satisfied of all Escrow Funds (as defined in the “Release Conditions”): (A) The NASDAQ Approval has been obtained and; and (B) either a. The Lead Investor has approved the Subsequent Buyer Escrow Release in writing; or b. Requisite Approval of the Subscribers has been obtained; or c. The Company has executed definitive binding documents for a Qualified Transaction and the Qualified Transaction shall close contemporaneously Instructions), together with the Subsequent Escrow Release following approval of the Company’s stockholders interest thereon as required by NASDAQ, which Qualified Transaction requires the filing contemplated by the Company of a Current Report on Form 8-K with Buyer Escrow Instructions, from the inclusion of audited financial statements of the target. For purposes hereof, a “Qualified Transaction” shall mean one or more acquisitions escrow created by the Company of any business, assets, stock, licenses, interests or properties (including, without limitation, intellectual property rights) approved by the stockholders of the Company or any acquisition involving assets, shares of capital stock, any purchase, merger, consolidation, recapitalization, or reorganization or involving any licensing, royalties, sharing arrangement or otherwise, which value of such Qualified Transaction is in excess of $25,000,000 for the Company’s interest therein. For purposes hereof, the value of a Qualified Transaction shall take into account all cash, stock, present value of all royalties, settlement amounts, future payments, license fees received or owed, and all other consideration associated with such acquisition of any kind whatsoever; or d. The following conditions are present: (i) nine (9) months has elapsed from the Closing Date; (ii) the Subsequent Buyer Escrow Release has not been consummated pursuant to Sections (a)-(c) above; (iii) the Subsequent Escrow Release does not release in excess of One Million Dollars ($1,000,000) and (iv) the two (2) directors appointed on the Closing Date have approved the One Million Dollar ($1,000,000) Subsequent Escrow Release in Writing (iii) If prior to the twelve (12) month anniversary of the Closing Date, unless extended by the Lead Investor or by Requisite Approval, none of the Release Conditions have been satisfied, Escrow Agent shall return Five Million Dollars ($5,000,000) to the Subscribers, without interest or deduction, and the Securities Escrow Agent shall return the Units held to the Company for cancellation. Notwithstanding anything herein to the contrary until cancelled, the Units (Series A Preferred Stock and Warrants) shall be issued and outstanding securities of the Company for all purposesInstructions.