Common use of Procedures at Closing Clause in Contracts

Procedures at Closing. Counsel for the Placement Agent shall act as escrow agent for each Closing (the "ESCROW AGENT"). At each Closing: (i) The Company shall deliver to the Escrow Agent, on behalf of the Placement Agent and the Investors, an opinion of the Company's outside legal counsel, dated as of the Closing Date, in such form as required by the Securities Purchase Agreement. (ii) The Company shall deliver to the Escrow Agent certificates from the Company, signed by the President or a Vice President thereof, certifying that attached thereto is a true and correct copy of resolutions adopted by the Company's Board of Directors authorizing (A) the execution, delivery and performance of this Agreement, the Securities Purchase Agreement, the Registration Rights Agreement, the Warrants and other documentation related to the Offering, (B) the execution and filing of the amendment to the Statement of Designation with the Secretary of State of the State of Texas referred to in the Securities Purchase Agreement, and (c) the issuance of the Preferred Shares and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares, and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect. (iii) The Company shall deliver to the Escrow Agent a certificate of good standing of the Company, dated as of a recent date, from the Secretary of State of the State of Texas. (iv) Each Investor shall deliver to the Escrow Agent two executed copies of the Securities Purchase Agreement and Registration Rights Agreement signed by such Investor, and the Company shall deliver to the Escrow Agent with respect to each Investor two executed copies of its acceptance of the Securities Purchase Agreement and Registration Rights Agreement executed by such Investor. (v) Each Investor shall have delivered by wire transfer to an escrow account designated by the Escrow Agent an amount equal to the aggregate purchase price of the Units(s) being purchased by such Investor at such Closing. (vi) The Company shall have delivered to the Escrow Agent the duly executed Preferred Shares and Warrants being purchased by the Investors in such denominations as the Investors shall request. (vii) The Company and the Placement Agent shall instruct the Escrow Agent to pay to the Company the purchase price (the "PURCHASE PRICE") for the Units subscribed for at such Closing, less the Placement Agent Fee (as defined below), out of the funds on deposit in the escrow account received from Investors whose Securities Purchase Agreements have been accepted.

Procedures at Closing. Counsel for the Placement Agent shall act as escrow agent for each the Closing (the "ESCROW AGENTEscrow Agent"). At each Closing: (i) The Company shall deliver to the Escrow Agent, on behalf of the Placement Agent and the Investors, an opinion of the Company's outside legal counsel, dated as of the applicable Closing Date, in such form as required by may be reasonably acceptable to the Securities Purchase AgreementPlacement Agent and its counsel. (ii) The Company shall deliver to the Escrow Agent certificates from the Company, signed by the President or a Vice President thereof, certifying that attached thereto is a true and correct copy of resolutions adopted by the Company's Board of Directors authorizing (A) the execution, delivery and performance of this Agreement, the Securities Purchase Agreement, the Registration Rights Agreement, the Prepaid Warrants, the Incentive Warrants and other documentation related to the Offering, Offering and (B) the execution and filing of the amendment to the Statement of Designation with the Secretary of State of the State of Texas referred to in the Securities Purchase Agreement, and (c) the issuance of the Preferred Shares and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares, and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect. (iii) The Company shall deliver to the Escrow Agent a certificate of good standing of the Company, dated as of a recent date, from the Secretary of State of the State of TexasNew York. (iv) Each Investor shall deliver to the Escrow Agent two executed copies of the Securities Purchase Agreement and Registration Rights Agreement signed by such Investor, and the Company shall deliver to the Escrow Agent with respect to each Investor two executed copies of its acceptance of the Securities Purchase Agreement and Registration Rights Agreement executed by such Investor. (v) Each Investor shall have delivered by wire transfer to an escrow account designated by the Escrow Agent an amount equal to the aggregate purchase price of the Units(s) being purchased by such Investor at such Closing. (vi) The Company shall have delivered to the Escrow Agent the duly executed Preferred Shares Prepaid Warrants and Incentive Warrants being purchased by the Investors in such denominations as the Investors shall request. (vii) The Company and the Placement Agent shall instruct the Escrow Agent to pay to the Company the purchase price (the "PURCHASE PRICEPurchase Price") for the Units subscribed for at such Closing, less the Placement Agent Fee (as defined below), out of the funds on deposit in the escrow account received from Investors whose Securities Purchase Agreements have been accepted.

Procedures at Closing. Counsel for At the Placement Agent shall act as escrow agent for each Closing (the "ESCROW AGENT"). At each Closing: (i) The Company shall deliver to the Escrow Agent, Placement Agent on behalf of itself and the Subscribers shall receive the opinion of Company Counsel in form and substance reasonably satisfactory to the Placement Agent and the Investors, an opinion of the Company's outside legal counsel, dated as of the Closing Date, in such form as required by the Securities Purchase AgreementAgent. (ii) The At the Closing, the Placement Agent will have received a signed letter from independent public accountants for the Company shall deliver in form and substance reasonably satisfactory to the Escrow Placement Agent. (iii) Counsel for the Placement Agent and Company Counsel shall receive certificates from the Company, signed by the President or a Vice President thereof, certifying (A) that the representations and warranties contained in Section 2 hereof are true and accurate at the Closing with the same effect as though expressly made at the Closing; and (B) that attached thereto is (1) a true and correct copy of resolutions adopted by the Company's Board of Directors authorizing (Ai) the execution, delivery and performance of this Agreement, Agreement and the Securities Purchase Agreement, the Registration Rights Agreement, the Warrants and other documentation related to the Offering, (B) the execution and filing of the amendment to the Statement of Designation with the Secretary of State of the State of Texas referred to in the Securities Purchase AgreementAncillary Documents, and (cii) the issuance of the Preferred Shares Securities and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect; and (2) a true and correct copy of a resolution adopted by the reservation for issuance Company's Board of Directors and issuance by each of the Conversion Shares Company's Subsidiaries, authorizing the execution, delivery and the Warrant Sharesperformance of each document to which it is a party, and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect. (iiiiv) There shall be delivered on behalf of each Subscriber one copy of the Subscription Agreement signed by each Subscriber and one copy of the Questionnaire signed by each Subscriber. (v) The Company Placement Agent shall deliver to the Escrow Agent a certificate have received certificates of good standing of the Company, dated as of a recent date, from the Secretary of State of the jurisdiction of its incorporation and certificates of good standing of each of the Company's Subsidiaries, dated as of a recent date, by the Secretary of State of Texas. (iv) Each Investor shall deliver to the Escrow Agent two executed copies jurisdictions of incorporation of the Securities Purchase Agreement and Registration Rights Agreement signed by such Investor, and the Company shall deliver to the Escrow Agent with respect to each Investor two executed copies of its acceptance of the Securities Purchase Agreement and Registration Rights Agreement executed by such Investor. (v) Each Investor shall have delivered by wire transfer to an escrow account designated by the Escrow Agent an amount equal to the aggregate purchase price of the Units(s) being purchased by such Investor at such ClosingSubsidiaries. (vi) The Company shall have delivered to At the Escrow Agent the duly executed Preferred Shares and Warrants being purchased by the Investors in such denominations as the Investors shall request. (vii) The Company and Closing the Placement Agent shall instruct the Escrow Agent Bank to pay to the Company the purchase price (the "PURCHASE PRICE") for the Units subscribed for at such Closing, less the Placement Agent Fee (as defined below), out of the funds on deposit in the escrow account Account, as such funds are received from Investors Subscribers whose Securities Purchase Agreements Subscriptions have been accepted. (vii) The Placement Agent shall receive documentation, in form and substance reasonably acceptable to the Placement Agent, that (a) the Remaining Transaction has been successfully consummated, (b) this Agreement has been assigned and assumed by the Remaining Company, either by written assignment and assumption or as a matter of law, (c) the Remaining Company delivers a schedule which indicates the authorized, issued and outstanding capital stock of the Company immediately upon the consummation of the Closing, (d) the Remaining Company evidences to the Placement Agent that the issuance, sale and delivery of the Securities have been duly authorized by all requisite corporate action of the Remaining Company, and when so issued, sold and delivered, (i) the shares of Capital Stock will be validly issued and outstanding, duly executed and delivered, fully paid and nonassessable, free and clear of all liens, charges, claims, encumbrances, restrictions or preemptive or any other similar rights and the Remaining Company shall have paid all taxes, if any, in respect of the issuance thereof;(ii) the shares of Capital Stock will not be subject to preemptive or any other similar rights of the shareholders of the Remaining Company or others which rights shall not have been waived prior to the time of acceptance by the Remaining Company of the first Subscriber's Subscription Agreement and (iii)the offer and sale of the Securities was exempt from the registration requirements of the Securities Act and the rules and regulations promulgated thereunder and the Securities have been issued in compliance with all applicable federal securities laws.

Procedures at Closing. Counsel for At the Placement Agent shall act as escrow agent for each Closing (the "ESCROW AGENT"). At each Initial Closing: (i) The Placement Agent on behalf of itself and the Subscribers shall receive the opinion of Dennxx X. Xxxx, Xxq. ("Company shall deliver Counsel"), dated the Initial Closing date, to the Escrow Agenteffect that: (A) the Company and each of its Subsidiaries is duly organized and validly existing and in good standing under the laws of its incorporation, on behalf has all requisite power and authority necessary to own or hold its properties and conduct its business as described in the Ancillary Documents and is duly qualified as a corporation for the transaction of business and is in good standing in each jurisdiction where the failure to be so qualified might have a material and adverse impact upon the Company or upon any of its Subsidiaries; (B) the Company has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder or contemplated hereby or by any of the Ancillary Documents; the Company has full right, power and authority to issue, sell and deliver the Securities, the Placement Agent Warrants and the Reserved Shares; this Agreement and the Ancillary Documents have been duly authorized, executed and delivered by the Company and are valid and legally binding obligations of the Company, each enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors rights generally; (C) the authorized capital stock of the Company as of the Initial Closing (not giving effect to the transactions contemplated by this Agreement) consists of the capital stock described in Schedule 2(c)(i) of this Agreement, and except as set forth in Schedule 2(c)(iv) of this Agreement, there are no outstanding warrants (other than the Placement Agent Warrants), options, agreements, convertible securities, preemptive rights or other commitments pursuant to which the Company is, or may become, obligated to issue any shares of its Common Stock or any OTHER capital stock or other securities of the Company; all of the issued shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and nonassessable; and the Reserved Shares issuable upon conversion of the Preferred Stock and/or the Debt Securities or upon exercise of the Placement Agent Warrants been duly reserved, and when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive or any other similar rights; (D) the Offering Documents (except as to the financial statements and other financial information set forth in the Offering Documents or incorporated by reference therein, as to which no opinion is expressed) and any amendment or supplement thereto prior to the termination of the Offering, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (E) the Company has complied with the requirements of the Securities Act and Regulation D and Regulation promulgated thereunder and with the requirements of all other published rules and regulations of the Commission currently in effect relating to "private offerings" and/or "accredited investors" of the type made by the Company and the Investorsissuance and sale of the Securities is exempt from registration under the Securities Act; (F) neither the execution and delivery of this Agreement, an opinion nor compliance with the terms hereof, nor the consummation of the transactions herein contemplated, has, nor will, conflict with, result in a breach of, or constitute a default under the Certificate of Incorporation or By-laws of the Company or of any of its Subsidiaries, or any material contract, instrument or document to which the Company or any of its Subsidiaries is a party, or by which any of its properties is bound; (G) no approval or consent of any court, board or governmental agency, instrumentality or authority of the United States or of any state having jurisdiction or authority over the Company or its Subsidiaries not duly obtained is required for the valid authorization, issuance, sale and delivery of the Securities (or the Reserve Shares) and the components thereof, other than that required under the United States state "blue sky" laws; and (H) there are no claims, actions, suits, investigations or proceedings before or by any arbitrator, court, governmental authority or instrumentality pending or threatened against or affecting the Company or of any of its Subsidiaries or involving the Company's outside legal counselor any of its Subsidiaries' properties which might adversely affect the business, dated as properties or financial condition of the Closing DateCompany or any of its Subsidiaries, or which might adversely affect the transactions or other acts contemplated by this Agreement or the validity or enforceability of this Agreement, except as set forth in such form as required or contemplated by the Securities Purchase AgreementOffering Documents. (ii) The At the Closing, the Placement Agent will have received a signed letter from Alessandri & Alessandri, P.A. confirming that such firm is an independent public accountant within the meaning of the Securities Act and stating that: (i) insofar as reported on by such firm, in their opinion, the financial statements of the Company shall deliver included in the Memorandum (including, without limitation, the Financial Statements) comply as to form in all material respects with the applicable accounting requirements of the Securities Act; (ii) on the basis of procedures and inquiries (not constituting an examination in accordance with generally accepted auditing standards) consisting of a reading of the last available financial statements of the Company, inquiries of officers of the Company responsible for financial and accounting matters as to the Escrow transactions and events subsequent to the Balance Sheet Date, and a reading of the minutes of meetings of the shareholders, the Board of Directors of the Company and any committees of the Board of Directors, as set forth in the minute books of the Company, nothing has come to their attention which, in their judgment, would indicate that (A) during the period from the Balance Sheet Date to a specified date not more than five (5) business days prior to the date of such letter, there have been any material decreases in net current assets or net assets as compared with amounts shown in such Financial Statements or material decreases in net sales or in total or per share net loss compared with the corresponding period in the preceding year or any change in the capitalization or long-term debt of the Company or of any of its Subsidiaries, except in all cases as set forth in or contemplated by the Memorandum; and (B) the unaudited interim financial statements of the Company, if any, appearing in the Memorandum, are not presented in conformity with Generally Accepted Accounting Principles and Practices on a basis substantially consistent with the audited financial statements included in the Memorandum; and (iii) they have compared specific dollar amounts, numbers of shares, numerical data, percentages of revenues and earnings, and other financial information pertaining to the Company set forth in the Memorandum (with respect to all dollar amounts, numbers of shares, percentages and other financial information contained in the Memorandum, to the extent that such amounts, numbers, percentages and information may be derived from the general accounting records of the Company, and excluding any questions requiring an interpretation by legal counsel) with the results obtained from the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination in accordance with generally accepted auditing standards) set forth in the letter, and found them to be in agreement. (iii) Counsel for the Placement Agent and Company Counsel shall receive certificates from the Company, signed by the President or a Vice President thereof, certifying (A) that the representations and warranties contained in Section 2 hereof are true and accurate at the Initial Closing (and at each Subsequent Closing) with the same effect as though expressly made at the Initial Closing (and at each Subsequent Closing); and (B) that attached thereto is (1) a true and correct copy of resolutions adopted by the Company's Board of Directors authorizing (Ai) the execution, delivery and performance of this Agreement, Agreement and the Securities Purchase Agreement, the Registration Rights Agreement, the Warrants and other documentation related to the Offering, (B) the execution and filing of the amendment to the Statement of Designation with the Secretary of State of the State of Texas referred to in the Securities Purchase AgreementAncillary Documents, and (cii) the issuance of the Preferred Shares Securities, the Placement Agent Warrants and the reservation for issuance and issuance of the Conversion Shares and the Warrant Reserved Shares, and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect; and (2) a true and correct copy of a resolution adopted by the Company's Board of Directors and by each of the Company's Subsidiaries, authorizing the execution, delivery and performance of each document to which it is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect. (iiiiv) There shall be delivered on behalf of each Subscriber one copy of the Subscription Agreement signed by each Subscriber and one copy of the Questionnaire signed by each Subscriber. (v) The Company Placement Agent shall deliver to the Escrow Agent a certificate have received certificates of good standing of the Company, dated as of a recent date, from the Secretary of State of the jurisdiction of its incorporation and certificates of good standing of each of the Company's Subsidiaries, dated as of a recent date, by the Secretary of State of Texas. (iv) Each Investor shall deliver to the Escrow Agent two executed copies jurisdictions of incorporation of the Securities Purchase Agreement and Registration Rights Agreement signed by such Investor, and the Company shall deliver to the Escrow Agent with respect to each Investor two executed copies of its acceptance of the Securities Purchase Agreement and Registration Rights Agreement executed by such Investor. (v) Each Investor shall have delivered by wire transfer to an escrow account designated by the Escrow Agent an amount equal to the aggregate purchase price of the Units(s) being purchased by such Investor at such ClosingSubsidiaries. (vi) The Company shall have delivered to At the Escrow Agent the duly executed Preferred Shares Initial Closing and Warrants being purchased by the Investors in such denominations as the Investors shall request. (vii) The Company and at each subsequent Closing, the Placement Agent shall instruct the Escrow Agent Bank to pay to the Company the purchase price (the "PURCHASE PRICE") for the Units subscribed for at such Closing, less the Placement Agent Fee (as defined below), out of the funds on deposit in the escrow account Account, as such funds are received from Investors Subscribers whose Securities Purchase Agreements Subscriptions have been accepted. (vii) At each Subsequent Closing, the Placement Agent shall receive certificates of the Company signed by the Chief Executive Officer and the Chief Financial Officer thereof, in form and substance satisfactory to its counsel, substantially the same in scope and substance as the certificates furnished to the Placement Agent and the Company at the Initial Closing pursuant to this Section except that such certificates, where appropriate, shall cover the financing purchased and sold at each Subsequent Closing.

Procedures at Closing. Counsel for the Placement Agent shall act as escrow agent for each the Closing (the "ESCROW AGENT"). At each the Closing: (i) The Company shall deliver to the Escrow Agent, on behalf of the Placement Agent and the Investors, an opinion of the Company's outside legal counsel, dated as of the Closing Date, in such form as required by may be reasonably acceptable to the Securities Purchase AgreementPlacement Agent and its counsel. (ii) The Company shall deliver to the Escrow Agent certificates from the Company, signed by the President or a Vice President thereof, certifying that attached thereto is a true and correct copy of resolutions adopted by the Company's Board of Directors authorizing (A) the execution, delivery and performance of this Agreement, the Securities Purchase Agreement, the Registration Rights Agreement, the Prepaid Warrants, the Incentive Warrants and other documentation related to the Offering, Offering and (B) the execution and filing of the amendment to the Statement of Designation with the Secretary of State of the State of Texas referred to in the Securities Purchase Agreement, and (c) the issuance of the Preferred Shares and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares, and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect. (iii) The Company shall deliver to the Escrow Agent a certificate of good standing of the Company, dated as of a recent date, from the Secretary of State of the State Commonwealth of TexasVirginia. (iv) Each Investor shall deliver to the Escrow Agent two executed copies of the Securities Purchase Agreement and Registration Rights Agreement signed by such Investor, and the Company shall deliver to the Escrow Agent with respect to each Investor two executed copies of its acceptance of the Securities Purchase Agreement and Registration Rights Agreement executed by such Investor. (v) Each Investor shall have delivered by wire transfer to an escrow account designated by the Escrow Agent an amount equal to the aggregate purchase price of the Units(s) being purchased by such Investor at such ClosingInvestor. (vi) The Company shall have delivered to the Escrow Agent the duly executed Preferred Shares Prepaid Warrants and Incentive Warrants being purchased by the Investors in such denominations as the Investors shall request. (vii) The Company and the Placement Agent shall instruct the Escrow Agent to pay to the Company the purchase price (the "PURCHASE PRICE") for the Units subscribed for at such the Closing, less the Placement Agent Fee (as defined below), out of the funds on deposit in the escrow account received from Investors whose Securities Purchase Agreements have been accepted.

Procedures at Closing. Counsel for the Placement Agent shall act as escrow agent for each Closing (the "ESCROW AGENT"). At each Closing: (i) The Company shall deliver to the Escrow Agent, Placement Agent on behalf of the Placement Agent itself and the Investors, an Investors shall receive the opinion of the Company's outside legal counsel, dated as of the applicable Closing Date, in such form as required by may be reasonably acceptable to the Securities Purchase AgreementPlacement Agent and its counsel. (ii) The Company Counsel for the Placement Agent shall deliver to the Escrow Agent receive certificates from the Company, signed by the President or a Vice President thereof, certifying that attached thereto is a true and correct copy of resolutions adopted by the Company's Board of Directors authorizing (A) the execution, delivery and performance of this Agreement, the Placement Warrants (as defined below), the Securities Purchase Agreement, the Registration Rights Agreement, the Warrants Agreement and other documentation related to the Offering, and (B) the execution and filing of the amendment to the Statement of Designation with the Secretary of State of the State of Texas referred to in the Securities Purchase Agreement, and (c) the issuance of the Preferred Shares and Warrants and the reservation for issuance Common Stock and issuance other securities (if any) issuable upon conversion of the Conversion Preferred Shares and exercise of the Warrant SharesWarrants and the Placement Warrants, and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect. (iii) The Company Certificate of Designation shall deliver have been accepted for filing with the Secretary of State of Delaware, and a copy thereof certified by such Secretary of State shall be delivered to the Escrow Placement Agent on behalf of itself and the Investors. (iv) The Placement Agent shall have received a certificate of good standing of the Company, dated as of a recent date, from the Secretary of State of the State of TexasDelaware. (ivv) Each There shall be delivered on behalf of each Investor shall deliver to the Escrow Agent two executed copies of the Securities Purchase Agreement and Registration Rights Agreement signed by such Investor, and the Company shall deliver to the Escrow Agent with respect to each Investor two executed copies of its acceptance of the Securities Purchase Agreement and Registration Rights Agreement executed by such Investor. (v) Each Investor shall have delivered by wire transfer to an escrow account designated accepted by the Escrow Agent an amount equal to the aggregate purchase price of the Units(s) being purchased by such Investor at such ClosingCompany. (vi) The Company Each Investor shall have delivered to the Escrow Agent the duly executed full purchase price for his respective number of shares of Preferred Shares and Warrants being purchased by at such Closing. (vii) The Company shall have delivered duly executed certificates (in such denominations as such Investor shall request) representing the Investors Preferred Shares and Warrants being so purchased at such Closing to the Escrow Agent. (viii) The Company shall have delivered duly executed warrant certificates (in such denominations as the Investors Placement Agent shall request) representing the Placement Warrants being issued to Zanett, its affiliates, assigns or designees at such Closing. (viiix) The Company and the Placement Agent shall instruct the Escrow Agent to pay to the Company the purchase price (the "PURCHASE PRICEPurchase Price") for the Units Preferred Shares and Warrants subscribed for at such Closing, less the Placement Agent Fee (as defined below), out of the funds on deposit in the escrow account account, as such funds are received from Investors whose Securities Purchase Agreements Agreement have been accepted.

Procedures at Closing. Counsel for the Placement Agent shall act --------------------- as escrow agent for each the Closing (the "ESCROW AGENT"). At each the Closing: (i) The Company shall deliver to the Escrow Agent, on behalf of the Placement Agent and the Investors, an opinion of the Company's outside legal counsel, dated as of the Closing Date, in such form as required by may be reasonably acceptable to the Securities Purchase AgreementPlacement Agent and its counsel. (ii) The Company shall deliver to the Escrow Agent certificates from the Company, signed by the President or a Vice President thereof, certifying that attached thereto is a true and correct copy of resolutions adopted by the Company's Board of Directors authorizing (A) the execution, delivery and performance of this Agreement, the Securities Note Purchase Agreement, the Registration Rights Agreement, the Warrants Notes and other documentation related to the Offering, and (B) the execution and filing of the amendment to the Statement of Designation with the Secretary of State of the State of Texas referred to in the Securities Purchase Agreement, and (c) the issuance of the Preferred Shares Notes and the reservation for issuance and issuance of the Conversion Shares and the Warrant Note Shares, and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect. (iii) The Company shall deliver to the Escrow Agent a certificate of good standing of the Company, dated as of a recent date, from the Secretary of State of the State of TexasDelaware. (iv) Each Investor shall deliver to the Escrow Agent two executed copies of the Securities Note Purchase Agreement and Registration Rights Agreement signed by such Investor, and the Company shall deliver to the Escrow Agent with respect to each Investor two executed copies of its acceptance of the Securities Note Purchase Agreement and Registration Rights Agreement executed by such Investor. (v) Each Investor shall have delivered by wire transfer to an escrow account designated by the Escrow Agent an amount equal to the aggregate purchase price principal amount of the Units(sNote(s) being purchased by such Investor at such the Closing. (vi) The Company shall have delivered to the Escrow Agent the duly executed Preferred Shares and Warrants Notes being purchased by the Investors in such denominations as the Investors shall request. (vii) The Company and the Placement Agent shall instruct the Escrow Agent to pay to the Company the purchase price (the "PURCHASE PRICE") for the Units Notes subscribed for at such the Closing, less the Placement Agent Fee (as defined below), out of the funds on deposit in the escrow account received from Investors whose Securities Note Purchase Agreements have been accepted.

Procedures at Closing. Counsel for the Placement Agent shall act as escrow agent for each Closing the Closings (the "ESCROW AGENTEscrow Agent"). At each Closing: (i) The Company shall deliver to the Escrow Agent, on behalf of the Placement Agent and the Investors, an opinion of the Company's outside legal counsel, dated as of the applicable Closing Date, in such form as required by may be reasonably acceptable to the Securities Purchase AgreementPlacement Agent and its counsel. (ii) The Company shall deliver to the Escrow Agent certificates from the Company, signed by the President or a Vice President thereof, certifying that attached thereto is a true and correct copy of resolutions adopted by the Company's Board of Directors authorizing (A) the execution, delivery and performance of this Agreement, the Securities Purchase Agreement, the Registration Rights Agreement, the Debentures, the Warrants and other documentation related to the Offering, and (B) the execution and filing of the amendment to the Statement of Designation with the Secretary of State of the State of Texas referred to in the Securities Purchase Agreement, and (c) the issuance of the Preferred Purchased Shares and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares. CBS shall deliver to the Escrow Agent certificates from CBS, signed by the President or a Vice President thereof, certifying that attached thereto is a true and correct copy of resolutions adopted by CBS's Board of Directors authorizing (A) the execution, delivery and performance of the Securities Purchase Agreement and the CBS Warrants, and certifying (B) the reservation for issuance of the CBS Shares. Each certificate shall also certify that such resolutions have not been modified, rescinded or amended and are in full force and effect. (iii) The Company shall deliver to the Escrow Agent a certificate certificates of good standing of the CompanyCompany and of CBS Corp., dated as of a recent date, from the Secretary Secretaries of State States of the State their respective states of Texasincorporation. (iv) Each Investor shall deliver to the Escrow Agent two executed copies of the Securities Purchase Agreement and Registration Rights Agreement signed by such Investor, and the Company shall deliver to the Escrow Agent with respect to each Investor Investor, two executed copies of its acceptance of the Securities Purchase Agreement and Registration Rights Agreement executed by such Investor. (v) Each Investor shall have delivered by wire transfer transferred immediately available funds to an escrow account designated by the Escrow Agent in an amount equal to that portion of the aggregate purchase price of the Units(s) being purchased by such Investor due at such Closing. (vi) The Company shall have delivered to the Escrow Agent the duly executed Preferred Shares Debentures and Warrants being purchased by the Investors Investors, (and, at the First Closing, the duly executed CBS Warrants and certificates evidencing the Purchased Shares being purchased by the Investors) in such denominations as the Investors shall request. (vii) The Company and the Placement Agent shall instruct the Escrow Agent to pay to the Company that portion of the purchase price (collectively, the "PURCHASE PRICEPurchase Price") for the Units subscribed for due at such Closing, less the Placement Agent Fee (as defined below)) and other authorized expenses of the Offering, out of the funds on deposit in the escrow account received from Investors whose Securities Purchase Agreements have been accepted.