Common use of Establishment of Escrow Clause in Contracts

Establishment of Escrow. By the Closing Date, the Company shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the "Escrow Shares"), along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Company understands and agrees that the Investors’ right to receive 2008 Make Good Shares (as defined below) and 2009 Make Good Shares (as defined below) pursuant to Section 4.11 of the SPA and this Make Good Agreement shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company hereby irrevocably agrees that other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares covered by any registration statements, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts to resell or transfer any Escrow Shares under such registration statements or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow Shares have been deposited with the Escrow Agent.

Establishment of Escrow. By Within ten Trading Days following the Closing DateClosing, the Company Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 5,000,000 shares of the Company’s Common Stock (Stock, as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) transactions (the "Escrow Shares"), along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). As used in this Make Good Agreement, “Transfer Agent” means Securities Globex Transfer CorporationLLC, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Company Make Good Pledgor understands and agrees that the Investors’ right to receive 2008 2010 Make Good Shares and 2011 Make Good Shares (as defined below) and 2009 Make Good Shares (each as defined below) pursuant to Section 4.11 of the SPA and this Make Good Agreement Agreement, and its right to receive Anti-dilution Shares, shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of its Sharesthe Shares it acquired under the Securities Purchase Agreement, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock 2010 Make Good Shares, 2011 Make Good Shares, and Anti-dilution Shares, to other Persons in conjunction with negotiated sales or transfers of any of its SharesShares (it being understood that such assignment will occur automatically in connection with any such transfer unless the transferor and transferee agree in writing otherwise). The Company Make Good Pledgor hereby irrevocably agrees that that, other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company Make Good Pledgor will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares covered by any registration statementswhich shall expire on the date the Escrow Shares are delivered to the Investors or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by any Make Good Pledgor to resell or transfer any Escrow Shares under such registration statements before the date the Escrow Shares that should be delivered to the Investors are delivered to the Investors or returned to the Make Good Pledgor, or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow 2010 Make Good Shares and 2011 Make Good Shares have been deposited with the Escrow Agent. Following delivery by the Make Good Pledgor of the Escrow Shares, the Make Good Pledgor shall not be required to deliver any additional securities or other property to the Escrow Agent or the Investors under any circumstances unless the Make Good Pledgor otherwise agrees in a separate written instrument.

Establishment of Escrow. By Upon the Closing Dateexecution of this Agreement, the Company Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 3,791,218 shares of the Company’s Common Stock (as equitably adjusted for any common stock splitsowned by the Make Good Pledgor, stock combinations, stock dividends or similar transactions) (the "Escrow Shares"), along together with bank signature stamped stock powers executed in blank (blank, signature medallion guaranteed or such in other signed instrument of transfer form, and substance acceptable for transfer, to be held in escrow pursuant to the Company’s Transfer Agent)terms and conditions of this Agreement. As used in this The Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Company Pledgor understands and agrees that the Investors’ right to receive 2008 certain of the Escrow Shares (the “Make Good Shares (as defined below) and 2009 Make Good Shares (as defined belowShares”) pursuant to Section 4.11 of the SPA and this Make Good Agreement shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of its the shares of Common Stock it acquired under the Securities Purchase Agreement (the “Purchased Shares”), and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock Make Good Shares to other Persons in conjunction with negotiated sales or transfers of any of its Purchased Shares. The Company Make Good Pledgor hereby irrevocably agrees that that, other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company Make Good Pledgor will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Make Good Shares). In furtherance thereof, the Company will (x) place a stop order on all The Escrow Shares covered by any registration statements, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts to resell or transfer any Escrow Shares under such registration statements or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as when the Escrow Shares have been deposited with the Escrow Agent.

Establishment of Escrow. By At the Closing DateClosing, the Company Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 1,000,000 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the "“Escrow Shares"”), along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Company understands and Make Good Pledgor agrees that the Investors’ right to receive 2008 Make Good Shares (as defined below) and 2009 Make Good Shares (as defined below) pursuant to Section 4.11 of the SPA and this Make Good Agreement shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company hereby irrevocably agrees that other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares covered by any registration statementswhich shall expire on the date the Escrow Shares are delivered to the Indemnitor or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor to resell or transfer any Escrow Shares under such registration statements before the date the Escrow Shares that should be delivered to the Indemnitor are delivered to the Indemnitor or returned to the Make Good Pledgor , or otherwise in violation of Section 4.11 2.02 of the SPA Stock Purchase Agreement and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow Shares have been deposited with the Escrow Agent.

Establishment of Escrow. By Upon the Closing Dateexecution of this Agreement, the Company Make Good Shareholder shall deliver, or cause to be delivered, deliver to the Escrow Agent stock certificates evidencing an 4,600,000 shares in the aggregate of 2,000,000 shares of the Company’s Common Stock Ordinary Shares, which shares shall be issued to the Make Good Shareholder upon completion of the Combination (as equitably adjusted for any stock splitscollectively, stock combinations, stock dividends or similar transactions) (the "“Escrow Shares"), ”) along with bank signature stamped stock powers executed in blank (blank, signature medallion guaranteed or such in other signed instrument of transfer form and substance acceptable for transfer, to be held in escrow pursuant to the Company’s Transfer Agent)terms and conditions of this Agreement. As used in this Notwithstanding the foregoing transfer, the Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Company understands and agrees that the Investors’ right to receive 2008 Make Good Shares (as defined below) and 2009 Make Good Shares (as defined below) pursuant to Section 4.11 of the SPA and this Make Good Agreement shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of its Shares, and that each Investor Shareholder shall have the right to assign its rights vote the Escrow Shares until such time as they are eligible for transfer to receive all or any such shares the Investors pursuant to the terms of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Sharesthis Agreement. The Company Make Good Shareholder hereby irrevocably agrees that agree that, other than in accordance with Section 4.11 of the SPA and this Make Good Escrow Agreement, the Company Make Good Shareholder will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all The Escrow Shares covered by any registration statements, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts to resell or transfer any Escrow Shares under such registration statements or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as Investor Representative when the Escrow Shares have been deposited with the Escrow Agent.

Establishment of Escrow. By a. Within three Trading Days following the Closing DateClosing, the Company Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) 2009 Make Good Shares (the "Escrow Shares"), along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). For purposes hereof, “2009 Make Good Shares” means the following, as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions: the Shares (as defined in the SPA) times 50%. As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer CorporationCorporate Stock Transfer, a transfer agent based in the state of Colorado, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Company understands and Make Good Pledgor hereby agrees that the Investors’ right his obligation to receive 2008 Make Good Shares (as defined below) and 2009 Make Good Shares (as defined below) transfer shares of Common Stock to Investors pursuant to Section 4.11 of the SPA and this Make Good Agreement shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of its Shares, and that each Investor Investors shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company Make Good Pledgor hereby irrevocably agrees that other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company Make Good Pledgor will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares covered by any registration statements, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor to resell or transfer any Escrow Shares under such registration statements or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. If within ten (10) business days following the Closing, the Make Good Pledgor shall not have deposited all potential 2009 Make Good Shares into escrow in accordance with this Make Good Agreement along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s transfer agent), then, upon written demand from an Investor, the Make Good Pledgor agrees that the Company may promptly cancel the Escrow Shares and reissue new Escrow Shares to the Escrow Agent. The Company shall will notify the Investors as soon as within a reasonable time that the Escrow Shares have been deposited with the Escrow Agent.

Establishment of Escrow. By Contemporaneously with the Closing DateClosing, the Company Make Good Pledgor shall deliver, deliver or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 shares of the Company’s Common Stock (such shares delivered by Make Good Pledgor being collectively referred to as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the “"Escrow Shares"”), along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer CorporationEmpire Stock Transfer, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Company Make Good Pledgor understands and agrees that the Investors’ right to receive 2008 Make Good Shares (as defined below) and 2009 Make Good Shares (as defined below) pursuant to Section 4.11 of the SPA and this Make Good Agreement shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company Make Good Pledgor hereby irrevocably agrees that that, other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company Make Good Pledgor will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares covered by any registration statementswhich shall expire on the date the Escrow Shares are delivered to the Investors or returned to Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by Make Good Pledgor to resell or transfer any Escrow Shares under such registration statements before the date the Escrow Shares delivered to the Investors are delivered to the investors or returned to Make Good Pledgor, or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify deliver a written notice to the Investors as soon as confirming delivery of the Escrow 2008 Make Good Shares have been deposited with to the Escrow Agent.

Establishment of Escrow. By Within three Trading Days following the Closing DateClosing, the Company Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 49,411,763 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the "Escrow Shares"), along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). As used in this Make Good Agreement, “Transfer Agent” means Securities Interwest Transfer CorporationCompany, Inc., or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Company Make Good Pledgor understands and agrees that the Investors’ right to receive 2008 Make Good Shares (as defined below) and 2009 Make Good Shares (as defined below) pursuant to Section 4.11 of the SPA and this Make Good Agreement shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company Make Good Pledgor hereby irrevocably agrees that other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company Make Good Pledgor will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares)) or engage in any Short Sales with respect to any security of the Company. In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares covered by any registration statementswhich shall expire on the date the Escrow Shares are delivered to the Investors or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor to resell or transfer any Escrow Shares under such registration statements before the date the Escrow Shares delivered to the Investors are delivered to the Investors or returned to the Make Good Pledgor, or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow 2008 Make Good Shares and 2009 Make Good Shares have been deposited with the Escrow Agent. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

Establishment of Escrow. By Within three business days of the Closing Dateexecution of this Agreement by the Make Good Pledgor, the Company Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 2,513,758 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the "Escrow Shares"), along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Company Make Good Pledgor understands and agrees that the Investors’ right to receive 2008 Make Good Shares (as defined below) and 2009 Make Good Shares (as defined below) pursuant to Section 4.11 of the SPA and this Make Good Agreement shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of its Shares, and that each Investor HFG shall have the right to assign its rights to receive all or any such shares of Common Stock 2009 Make Good Shares and 2010 Make Good Shares to other Persons in conjunction with negotiated sales or transfers of any of its Sharespersons. The Company Make Good Pledgor hereby irrevocably agrees that other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company he will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares covered by any registration statementswhich shall expire on the date the Escrow Shares are delivered to HFG or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by any Make Good Pledgor to resell or transfer any Escrow Shares under such registration statements before the date the Escrow Shares that should be delivered to HFG are delivered to HFG or returned to the Make Good Pledgor, or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors HFG as soon as the Escrow 2009 Make Good Shares and 2010 Make Good Shares have been deposited with the Escrow Agent.

Establishment of Escrow. By Within three Business Days following the Closing DateClosing, the Company Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate number of 2,000,000 shares of the Company’s 's Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) equal to the number of PIPE Common Shares (the "Initial Escrow Shares"" and together with the Replenishment Shares (as defined in Section 4.7(a) of the Securities Purchase Agreement, collectively, the “Escrow Shares”), along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s 's Transfer Agent). As used in this Make Good Agreement, “"Transfer Agent” " means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Company understands and agrees that the Investors’ right to receive 2008 Make Good Shares (as defined below) and 2009 Make Good Shares (as defined below) pursuant to Section 4.11 of the SPA and this Make Good Agreement shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company Pledgor hereby irrevocably agrees that that, other than in accordance with Section 4.11 4.7 of the SPA Securities Purchase Agreement and this Make Good Agreement, the Company Make Good Pledgor will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop transfer order on all Escrow Shares covered by any registration statementswhich shall expire on the date the Escrow Shares are delivered to the Investors or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop transfer order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts to resell or transfer by the Make Good Pledgor any Escrow Shares under before the date when such registration statements Escrow Shares are delivered to the Investors or returned to the Make Good Pledgor, or otherwise in violation of Section 4.11 4.7 of the SPA Securities Purchase Agreement and this Make Good Agreement. The Company shall notify the Investors as soon as the Initial Escrow Shares and the Replenishment Shares have been deposited with the Escrow Agent.

Establishment of Escrow. By Within three Trading Days following the Closing DateClosing, the Company Make Good Pledgors shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 1,293,748 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the "“Escrow Shares"”), along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer CorporationIsland Stock Transfer, Inc., or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Company Each of the Make Good Pledgors understands and agrees that the Investors’ right to receive 2008 Make Good the Escrowed Shares (as defined below) and 2009 Make Good Shares (as defined below) pursuant to Section 4.11 of the SPA and this Make Good Agreement shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of its Sharesthe Shares it acquired under the Subscription Agreement, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock Escrow Shares to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company Each of the Make Good Pledgors hereby irrevocably agrees that that, other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company Make Good Pledgors will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Escrowed Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares covered by any registration statementswhich shall expire on the date the Escrowed Shares are delivered to the Investors or returned to the Make Good Pledgors, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by any Make Good Pledgor to resell or transfer any Escrow Shares under such registration statements before the date the Escrowed Shares that should be delivered to the Investors are delivered to the Investors or returned to the Make Good Pledgors, or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow Escrowed Shares have been deposited with the Escrow Agent.

Establishment of Escrow. By Within three Trading Days following the Closing DateClosing, the Company Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 6,917,540 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the "Escrow Shares"), along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). As used in this Make Good Agreement, “Transfer Agent” means Securities Interwest Transfer CorporationCompany, Inc., or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Company Make Good Pledgor understands and agrees that the Investors’ HFG’s right to receive 2008 Make Good Shares (as defined below) and 2009 Make Good Shares (as defined below) pursuant to Section 4.11 of the SPA and this Make Good Agreement shall continue to run to the benefit of each Investor HFG even if such Investor shall have transferred or sold all or any portion of its Shares, and that each Investor HFG shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company Make Good Pledgor hereby irrevocably agrees that other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company Make Good Pledgor will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares)) or engage in any Short Sales with respect to any security of the Company. In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares covered by any registration statementswhich shall expire on the date the Escrow Shares are delivered to HFG or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor to resell or transfer any Escrow Shares under such registration statements before the date the Escrow Shares delivered to HFG are delivered to HFG or returned to the Make Good Pledgor, or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors HFG as soon as the Escrow 2008 Make Good Shares and 2009 Make Good Shares have been deposited with the Escrow Agent. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

Establishment of Escrow. By Within three Trading Days following the Closing DateClosing, the Company Make Good Pledgors shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 29,166,667 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the "Escrow Shares"), along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer CorporationInterwest Stock Transfer, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow AgentAgent and Antaeus. The Company understands and shall notify the Investors in writing that the Escrow Shares have been placed into escrow as required by this Make Good Agreement within two Trading Days following the deposit of such Escrow Shares into escrow in accordance with the terms of this Make Good Agreement. Each Make Good Pledgor hereby agrees that the Investors’ right its obligation to receive 2008 Make Good Shares (as defined below) and 2009 Make Good Shares (as defined below) transfer shares of Common Stock to Investors pursuant to Section 4.11 of the SPA and this Make Good Agreement shall continue to run to the benefit of each any Investor even if such Investor who shall have transferred or sold all or any portion of its SharesSecurities, and that each Investor Investors shall have the right to retain, transfer or assign its rights to receive all or any such shares of Common Stock Escrow Shares to other Persons in conjunction with negotiated sales or transfers of any of its SharesSecurities. The Company Each Make Good Pledgor hereby irrevocably agrees that other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company such Make Good Pledgor will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, loan, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a an irrevocable stop order on all Escrow Shares covered by any registration statements, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by either Make Good Pledgor to resell or transfer any Escrow Shares under such registration statements or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow Shares have been deposited with the Escrow AgentAgreement including under Rule 144.

Establishment of Escrow. By Within ten Trading Days following the Closing DateClosing, the Company shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 2,100,000 shares of the Company’s Common Stock (Stock, as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) transactions (the "Escrow Shares"), along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer CorporationVertalo, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Company understands and agrees that the Investors’ right to receive 2008 Make Good Shares (as defined below) and 2009 2023 Make Good Shares (as defined below) pursuant to Section 4.11 of the SPA and this Make Good Agreement shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of its Sharesthe Shares it acquired under the Securities Purchase Agreement, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock 2023 Make Good Shares to other Persons in conjunction with negotiated sales or transfers of any of its SharesShares (it being understood that such assignment will occur automatically in connection with any such transfer unless the transferor and transferee agree in writing otherwise). The Company hereby irrevocably agrees that that, other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares covered by any registration statementswhich shall expire on the date the Escrow Shares are delivered to the Investors or returned to the Company, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by Company to resell or transfer any Escrow Shares under such registration statements before the date the Escrow Shares that should be delivered to the Investors are delivered to the Investors or returned to the Company, or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow 2023 Make Good Shares have been deposited with the Escrow Agent. Following delivery by the Company of the Escrow Shares, the Company shall not be required to deliver any additional securities or other property to the Escrow Agent or the Investors under any circumstances unless the Company otherwise agrees in a separate written instrument.

Establishment of Escrow. By Within three Business Days following the Closing DateClosing, the Company Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate number of 2,000,000 shares of the Company’s 's Common Stock equal to the number of PIPE Common Shares (the "Initial Escrow Shares" and together with the Replenishment Shares (as equitably adjusted for any stock splitsdefined in Section 4.7(a) of the Securities Purchase Agreement, stock combinationscollectively, stock dividends or similar transactions) (the "Escrow Shares"), along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s 's Transfer Agent). As used in this Make Good Agreement, “"Transfer Agent” " means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Company understands and agrees that the Investors’ right to receive 2008 Make Good Shares (as defined below) and 2009 Make Good Shares (as defined below) pursuant to Section 4.11 of the SPA and this Make Good Agreement shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company Pledgor hereby irrevocably agrees that that, other than in accordance with Section 4.11 4.7 of the SPA Securities Purchase Agreement and this Make Good Agreement, the Company Make Good Pledgor will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop transfer order on all Escrow Shares covered by any registration statementswhich shall expire on the date the Escrow Shares are delivered to the Investors or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop transfer order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts to resell or transfer by the Make Good Pledgor any Escrow Shares under before the date when such registration statements Escrow Shares are delivered to the Investors or returned to the Make Good Pledgor, or otherwise in violation of Section 4.11 4.7 of the SPA Securities Purchase Agreement and this Make Good Agreement. The Company shall notify the Investors as soon as the Initial Escrow Shares and the Replenishment Shares have been deposited with the Escrow Agent.

Establishment of Escrow. By Within 30 days following the Closing DateClosing, the Company Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 150,000,000 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) owned by him (the "Escrow Shares"), along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer CorporationComputershare Trust Company, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Company Make Good Pledgor understands and agrees that the Investors’ right to receive 2008 Make Good Shares (as defined below) ), and the 2009 Make Good Shares (as defined below) pursuant to Section 4.11 of the SPA and this Make Good Agreement shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of its SharesNotes, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its SharesNotes. The Company Make Good Pledgor hereby irrevocably agrees that other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company Make Good Pledgor will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares covered by any registration statements, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by the Make Good Pledgor or the Company, as applicable to resell or transfer any Escrow Shares under such registration statements or otherwise in violation of Section 4.11 of the SPA and this Make Good AgreementAgreement . If within thirty (30) days following the Closing, the Make Good Pledgor and the Company each shall not have deposited the 2008 Make Good Shares and the 2009 Make Good Shares into escrow in accordance with this Make Good Agreement along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer reasonably acceptable to the Company’s transfer agent), then, upon written demand from an Investor, the Company shall promptly, and in any event within thirty (30) days from the date of such written demand, pay to that Investor, as liquidated damages, an amount (the liquidated damages payable under this Section 2 shall be independent of any other damages payable under this Make Good Agreement or any other Transaction Document) equal to that Investor’s entire Investment Amount without interest thereon. As a condition to the receipt of such payment, the Investor shall return to the Company for cancellation the certificates evidencing the Notes and the Warrants acquired by the Investor under the SPA. The Company shall notify the Investors as soon as the Escrow 2008 Make Good Shares and the 2009 Make Good Shares have been deposited with the Escrow Agent.

Establishment of Escrow. By the Closing DateWithin five (5) Trading Days following each Closing, the Company Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 15% of the maximum number of shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) issuable upon conversion of the Notes sold at such Closing (the "“Escrow Shares")”) pursuant to the Securities Purchase Agreement, along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). As used in this Make Good Agreement, “Transfer Agent” means Securities American Registrar & Transfer CorporationCo., or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Company Make Good Pledgor understands and agrees that the Investors’ right rights to receive 2008 Make Good Shares (as defined below) and 2009 the Make Good Shares (as defined below) pursuant to Section 4.11 of the SPA Securities Purchase Agreement and this Make Good Agreement shall not continue to run to the benefit of each an Investor even if to the extent such Investor shall have transferred or sold all or any portion of its SharesNotes, and that each Investor shall have the right to assign its rights to receive all or after any such shares of Common Stock transfer or sale such rights shall run to other the Persons in conjunction with negotiated sales or transfers of any of its Sharesreceiving such Units. The Company Make Good Pledgor hereby irrevocably agrees that other than in accordance with Section 4.11 of the SPA Securities Purchase Agreement and this Make Good Agreement, the Company Make Good Pledgor will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company and the Make Good Pledgor will (x) place a stop order on all Escrow Shares covered by any registration statementswhich shall expire on the date the Escrow Shares are delivered to the Investors or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts to resell or transfer by the Make Good Pledgor or anyone else any Escrow Shares under before the date when such registration statements Escrow Shares are delivered to the Investor Agent and Investors or returned to the Make Good Pledgor, or otherwise in violation of Section 4.11 of the SPA Securities Purchase Agreement and this Make Good Agreement. The Company and the Make Good Pledgor shall notify the Investors as soon as the Escrow Shares have been deposited with the Escrow Agent.

Establishment of Escrow. By Within five Trading Days following the Closing DateClosing, the Company Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 7,492,154 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the "“Escrow Shares"”), along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Company understands and agrees that the Investors’ right to receive 2008 Make Good Shares (as defined below) and 2009 Make Good Shares (as defined below) pursuant to Section 4.11 of the SPA and this Make Good Agreement shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company Pledgor hereby irrevocably agrees that that, other than in accordance with Section 4.11 4.7 of the SPA Securities Purchase Agreement and this Make Good Agreement, the Company Make Good Pledgor will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares covered by any registration statementswhich shall expire on the date the Escrow Shares are delivered to the Make Good Beneficiaries or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by any Make Good Pledgor to resell or transfer any Escrow Shares under such registration statements before the date the Escrow Shares that should be delivered to the Make Good Beneficiaries are delivered to the Make Good Beneficiaries or returned to the Make Good Pledgor, or otherwise in violation of Section 4.11 4.7 of the SPA Securities Purchase Agreement and this Make Good Agreement. The Company shall notify the Investors Make Good Beneficiaries as soon as the Escrow Shares have been deposited with the Escrow Agent.