Common use of TERMS OF THE ESCROW Clause in Contracts

TERMS OF THE ESCROW. 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the funds for the purchase of the Convertible Debentures and the Warrants at the first Closing and for the purchase of the Convertible Debentures at the second Closing as contemplated by the Purchase Agreement. (a) At the first Closing, upon Escrow Agent's receipt of the Purchase Price for the Closing into its attorney trustee account from the Investors, together with executed counterparts of this Agreement, the Purchase Agreement and the Registration Rights Agreement, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. (b) Wire transfers to the Escrow Agent shall be made as follows: Xxxxxxx Xxxxxx & Green, P.C. Master Escrow Account Chase Manhattan Bank 0000 Xxxxxxxx - Xxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000000000 Account No. 000-0-000000 Attention: L. Borneo 1.3. The Company, upon receipt of said notice, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures and the Warrants to be issued to each Investor at the first Closing together with: (i) the original executed Registration Rights Agreement in the form of Exhibit C to the Purchase Agreement; (ii) Instructions to Transfer Agent in the form of Exhibit F to the Purchase Agreement; (iii) the original executed opinion of Law Offices of Xxx Xxxxxxx, in the form of Exhibit E to the Purchase Agreement; (iv) an original counterpart of this Escrow Agreement; and (v) A Warrant to purchase 50,000 shares of Common Stock at $1.00 per share registered to First Atlanta Securities LLC. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Price, then each Investor shall have the right to demand the return of said sum. 1.4. At the Closing, once Escrow Agent confirms the validity of the issuance of the Convertible Debentures and the Warrants by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall enter the Exercise Price and Commencement Date and Termination Date of each Warrant on the face of each Warrant, insert the first Closing Date on the face of the certificates representing the Convertible Debentures, and then wire that amount of funds necessary to purchase the Convertible Debentures and the Warrants per the written instructions of the Company net of ten percent (10%) of the Purchase Price as directed by First Atlanta Securities LLC as payment of their transaction fee. Once the funds (as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange to have the Convertible Debentures, the Warrants, the Registration Rights Agreement and the opinion of counsel delivered as per instructions from the Investors, to deliver the First Atlanta Warrant to First Atlanta, and to deliver the Instructions to Transfer Agent to the Transfer Agent. 1.5. At the second Closing as to AMRO International, upon Escrow Agent's receipt of the Purchase Price for the Closing into its attorney trustee account from the Investors, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. 1.6. The Company, upon receipt of said notice, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures to be issued to each Investor at the second Closing. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Price, then each Investor shall have the right to demand the return of said sum. 1.7. At the second Closing, once Escrow Agent confirms the validity of the issuance of the Convertible Debentures by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall the second Closing Date on the face of the certificates representing the Convertible Debentures, and then wire that amount of funds necessary to purchase the Convertible Debentures per the written instructions of the Company net of ten percent (10%) of the Purchase Price as directed by First Atlanta Securities LLC as payment of their transaction fee. Once the funds (as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange to have the Convertible Debentures delivered as per instructions from the Investors.

TERMS OF THE ESCROW. 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the funds and the February Debentures for the purchase of the Convertible Debentures and the Warrants at the first Closing and for the purchase of the Convertible Debentures at the second Closing as contemplated by the Purchase Agreement. (a) 1.2. At the first Closing, upon the Escrow Agent's receipt of the Purchase Price for the Closing into its attorney trustee account or its possession from the Investors, together with executed counterparts of this Agreement, the Purchase Agreement and the Registration Rights Agreement, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. (ba) Wire transfers to the Escrow Agent shall be made as follows: Xxxxxxx Xxxxxx & Green, P.C. Master Escrow Account Chase Manhattan Bank 0000 Xxxxxxxx - Xxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000000000 Account No. 000-0-000000 Attention: L. Borneo 1.3. The At the Closing, the Company, upon receipt of said notice, shall deliver to the Escrow Agent the certificates representing Convertible Debentures evidencing the Convertible Debentures and the Warrants to be issued to each Investor at the first Closing together with: (i) the original executed Registration Rights Agreement in the form of Exhibit C B to the Purchase Agreement; ; (ii) Instructions to Transfer Agent in the form of Exhibit F to the Purchase Agreement; ; (iii) the original executed opinion of the Law Offices of Xxx Xxxxxxx, Xxxxxxx in the form of Exhibit E D to the Purchase Agreement; ; (iv) an original counterpart of this Escrow Agreement; and ; (v) A Warrant a warrant certificate to purchase 50,000 up to 100,000 shares of Common Stock at $1.00 per share issued to Union Atlantic, L.C. identical in form to that of the Warrant (the "UA Warrant"). The shares underlying the UA Warrant shall be registered on the Registration Statement; and (vi) a common stock certificate representing 75,000 shares of Common Stock issued to First Atlanta Securities LLCUnion Atlantic Capital, L.C. to be registered on the Registration Statement (the "UA Certificate"). In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase PricePrice applicable to such Convertible Debentures, then each Investor shall have the right to demand the return of said sumPurchase Price. 1.4. At the Closing, once Escrow Agent confirms the validity of the issuance of the applicable Convertible Debentures and the Warrants by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall calculate and enter the Exercise Price exercise price, issuance date and Commencement Date and Termination Date of each Warrant on the face of each Warrant, insert the first Closing Date termination date on the face of the certificates representing Warrants and the UA Warrant and insert the applicable issuance date on each Convertible Debentures, Debenture and then wire that amount of funds necessary to purchase the applicable Convertible Debentures and the Warrants per the written instructions of the Company Company, net of $10,000 to Xxxxxxx Xxxxxx & Green for Investor's legal, administrative and escrow costs and net of ten percent (10%) of the Purchase Price as directed by First Atlanta Securities LLC as payment of their transaction feeUnion Atlantic, L.C. (which shall be reduced by $5,000 to be paid to Xxxxxxx Xxxxxx & Green for Investors' legal, administrative and escrow costs in addition to the $10,000 paid by the Company). Once the funds (as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange to have the applicable Convertible Debentures, the Warrants, the Registration Rights Agreement, the Escrow Agreement and the opinion of counsel delivered as per instructions from the InvestorsInvestor, to deliver the First Atlanta Warrant to First Atlanta, and to deliver the Instructions to Transfer Agent to the Transfer Agent. 1.5. At Agent and the second Closing as UA Warrant and UA Certificate delivered to AMRO InternationalUnion Atlantic, upon Escrow Agent's receipt of L.C. and the Purchase Price for the Closing into its attorney trustee account from the Investors, it shall telephonically advise February Debentures delivered to the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. 1.6. The Company, upon receipt of said notice, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures to be issued to each Investor at the second Closing. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Price, then each Investor shall have the right to demand the return of said sum. 1.7. At the second Closing, once Escrow Agent confirms the validity of the issuance of the Convertible Debentures by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall the second Closing Date on the face of the certificates representing the Convertible Debentures, and then wire that amount of funds necessary to purchase the Convertible Debentures per the written instructions of the Company net of ten percent (10%) of the Purchase Price as directed by First Atlanta Securities LLC as payment of their transaction fee. Once the funds (as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange to have the Convertible Debentures delivered as per instructions from the Investors.

TERMS OF THE ESCROW. 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the funds for the purchase of the $1,100,000 principal amount of Convertible Debentures and the Warrants at the first Closing and for the purchase of the Convertible Debentures at the second Closing as contemplated by the Purchase Agreement. (a) At the first Closing, upon the Escrow Agent's receipt of the applicable Purchase Price for the such Closing into its attorney trustee master escrow account from the Investors, together with executed counterparts of this Agreement, the Purchase Agreement and the Registration Rights Agreement, the Purchase Agreement, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. (b) Wire transfers to the Escrow Agent shall be made as follows: Xxxxxxx Xxxxxx & Green, P.C. Master Escrow Account Chase Manhattan Bank 0000 Xxxxxxxx - 1411 Broadway—Xxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000000000 Account No. 000-0-000000 Attention: L. Borneo 1.3. The Company, upon Upon receipt of said notice, the Company shall deliver to the Escrow Agent Convertible Debentures evidencing the certificates representing the $550,000 principal amount of Convertible Debentures and the Warrants to be issued to each Investor at the first Closing together with: (i) the an executed original executed Registration Rights Agreement in the form of Exhibit C counterpart to the Purchase Agreement; ; (ii) Instructions to Transfer Agent in the form of Exhibit F to the Purchase an executed original Registration Rights Agreement; ; (iii) the executed original executed opinion of Law Offices of Xxx Xxxxxxx, Xxxxxx Xxxxxx White & XxXxxxxxx LLP in the form of Exhibit E to the Purchase Agreement; and (iv) an executed original counterpart of this Escrow Agreement; and (v) A Warrant to purchase 50,000 shares of Common Stock at $1.00 per share registered to First Atlanta Securities LLC. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase PricePrice applicable to such Convertible Debentures, then each Investor shall have the right to demand the return of said sumPurchase Price. 1.4. At the first Closing, once the Escrow Agent confirms the validity of the issuance of the applicable Convertible Debentures and the Warrants by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall verify and enter the Exercise Price and Commencement Date and Termination Date of each Warrant on the face of each Warrant, insert the first Closing Date on the face of the certificates representing Warrant, verify and enter the applicable Closing Date and the Set Price on each Convertible Debentures, Debenture and then wire that amount 95% of funds necessary to purchase the Convertible Debentures and the Warrants said Purchase Price per the written instructions of the Company Company, net of ten percent (10%) of $25,000 to Xxxxxxx, Xxxxxx & Green, P.C. for the Purchase Price Investor's legal, escrow and administrative costs and the remaining 5% as directed by First Atlanta Securities LLC as payment of their transaction feeLadenburg Xxxxxxxx & Co. Inc. 1.5. Once the funds (as set forth above) have applicable Purchase Price has been sent wired per the Company's instructions, the Escrow Agent shall then arrange to have the Convertible Debentures, the Warrants, the Escrow Agreement, the Registration Rights Agreement Agreement, the voting agreements and the opinion of counsel delivered as per instructions from the Investors, to deliver the First Atlanta Warrant to First Atlanta, and to deliver the Instructions to Transfer Agent to the Transfer Agentparties. 1.51.6. At the second Closing as to AMRO InternationalClosing, upon Escrow Agent's receipt of the Purchase Price for the Closing into its attorney trustee account from the Investors, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. 1.6. The Company, upon receipt of said noticenotice of receipt of funds, shall deliver to the Escrow Agent Convertible Debentures evidencing in the certificates representing the aggregate $550,000 principal amount of Convertible Debentures to be issued to each Investor at the second ClosingInvestors. 1.7. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase PricePrice applicable to such Convertible Debentures, then each Investor shall have the right to demand the return of said sumPurchase Price. 1.71.8. At the second Closing, once Once Escrow Agent confirms the validity of the issuance of the Convertible Debentures by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall verify and enter the second applicable Closing Date and Set Price on the face of the certificates representing the Convertible Debentures, and then wire that amount of funds necessary to purchase the Convertible Debentures and it shall immediately wire 95% of the Purchase Price per the written instructions of the Company net of ten percent (10%) of and the remaining 5% as directed by Ladenburg Xxxxxxxx & Co. Inc. 1.9. Once the Purchase Price as directed by First Atlanta Securities LLC as payment of their transaction fee. Once the funds (has been sent as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange to have the applicable Convertible Debentures delivered as per instructions from the Investors.

TERMS OF THE ESCROW. 1.1. The parties hereby agree to establish an escrow account (“Escrow Account”) with the Escrow Agent whereby the Escrow Agent shall hold the funds for the purchase of the Convertible Debentures Common Stock and the Warrants at the first Closing and for the purchase of the Convertible Debentures at the second each Closing as contemplated by the Purchase Agreement. The Escrow Account shall be non-interest-bearing. (a) At 1.2. Upon the first Closing, upon Escrow Agent's ’s receipt of the Purchase Price aggregate Subscription Amounts for the first Closing (not less than $25,000,000) into its attorney trustee account from the InvestorsEscrow Account, together with the executed counterparts of this Agreement, the Purchase Agreement and the Registration Rights AgreementAgreement from each Purchaser, it shall telephonically advise the Company, or the Company's ’s designated attorney or agent, of the amount of funds it has received into its accountEscrow Account. (b) 1.3. Wire transfers to the Escrow Agent shall be made as follows: Xxxxxxx Xxxxxx & GreenSTERLING NATIONAL BANK 000 0XX XXXXXX XXX XXXX, P.C. Master Escrow Account Chase Manhattan Bank 0000 Xxxxxxxx - Xxxxx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 ACCOUNT NAME: XXXXXXX XXXXXXXXX LLP MASTER ESCROW ABA No. ROUTING NO: 000000000 Account No. 000-0-000000 AttentionACCT NO: L. Borneo0000000000 REMARK: GOKN/[FUND NAME] 1.31.4. The Company, upon receipt promptly following being advised by the Escrow Agent that the Escrow Agent has received the Subscription Amounts for the first Closing along with facsimile copies of said noticecounterpart signature pages of the Purchase Agreement, Registration Rights Agreement and this Agreement from each Purchaser, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures and the Warrants to be issued to each Investor at the first Closing together withAgent: (ia) the original Company’s executed Registration Rights Agreement in the form counterpart of Exhibit C to the Purchase Agreement; ; (ii) Instructions to Transfer Agent in the form of Exhibit F to the Purchase Agreement; (iiib) the original Company’s executed counterpart of the Registration Rights Agreement; (c) the executed opinion of Law Offices of Xxx XxxxxxxCompany Counsel, in the form of Exhibit E D to the Purchase Agreement; (d) a copy of the Company’s instructions to its transfer agent authorizing the issuance and delivery of the Common Stock to the Purchasers in the first Closing; and (ive) an the Company’s original executed counterpart of this Escrow Agreement; and (v) A Warrant to purchase 50,000 shares of Common Stock at $1.00 per share registered to First Atlanta Securities LLC. 1.5. In the event that the foregoing items are not in the Escrow Agent's ’s possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Priceon or before December 1, 2005, then each Investor Purchaser shall have the right to demand the return of said sumtheir Subscription Amounts. 1.41.6. At Once the Closing, once Escrow Agent confirms the validity of the issuance of the Convertible Debentures and the Warrants by means of its receipt of receives a Release Notice Notice, in the form attached hereto as Exhibit X X, (the “Release Notice”) executed by the Company and each InvestorPurchaser, it shall enter wire funds to the Exercise Price stockholder of Trace Energy Services, Ltd. per the written instructions of the Company, and Commencement Date and Termination Date of each Warrant on the face of each Warrant, insert remaining funds from the first Closing Date on the face of the certificates representing the Convertible Debentures, and then wire that amount of funds necessary to purchase the Convertible Debentures and the Warrants per the written instructions of the Company net of ten percent (10%) 6.5% of the Purchase Price as directed by First Atlanta Securities LLC as payment of their transaction fee. Once the funds (as set forth above) have been sent aggregate Subscription Amounts less $7,500,000, per the Company's instructionswritten instructions of RBC Capital Markets as its fee in the transaction. 1.7. Upon the Escrow Agent’s receipt of the aggregate Subscription Amounts for the second Closing (when aggregated with the Subscription Amounts from the first Closing, not to exceed $32,000,000) into the Escrow Account, together with the executed counterparts of this Agreement, the Escrow Agent shall then arrange to have the Convertible Debentures, the Warrants, Purchase Agreement and the Registration Rights Agreement and the opinion of counsel delivered as per instructions from the Investors, to deliver the First Atlanta Warrant to First Atlanta, and to deliver the Instructions to Transfer Agent to the Transfer Agent. 1.5. At each Purchaser in the second Closing as to AMRO International, upon Escrow Agent's receipt of the Purchase Price for the Closing into its attorney trustee account from the InvestorsClosing, it shall telephonically advise the Company, or the Company's ’s designated attorney or agent, of the amount of funds it has received into its accountEscrow Account. Wire transfers to the Escrow Agent shall be made as set forth in Section 1.3 above. 1.61.8. The Company, upon receipt promptly following being advised by the Escrow Agent that the Escrow Agent has received the Subscription Amounts for the second Closing along with facsimile copies of said noticecounterpart signature pages of the Purchase Agreement, Registration Rights Agreement and this Agreement from each Purchaser, shall deliver to the Escrow Agent Agent: (a) the certificates representing executed opinion of Company Counsel, in the Convertible Debentures form of Exhibit D to be issued the Purchase Agreement; and (b) a copy of the Company’s instructions to each Investor at its transfer agent authorizing the issuance and delivery of the Common Stock to the Purchasers in the second Closing. 1.9. In the event that the foregoing items are not in the Escrow Agent's ’s possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Priceon or before December 9, 2005, then each Investor Purchaser in the second Closing shall have the right to demand the return of said sumtheir Subscription Amounts. 1.71.10. At Once the second Closing, once Escrow Agent confirms the validity of the issuance of the Convertible Debentures by means of its receipt of receives a Release Notice Notice, in the form attached hereto as Exhibit X X, (the “Release Notice”) executed by the Company and each InvestorPurchaser in the second Closing, it shall wire the funds from the second Closing Date on the face of the certificates representing the Convertible Debentures, and then wire that amount of funds necessary to purchase the Convertible Debentures per the written instructions of the Company net of ten percent (10[ %) ] of the Purchase Price aggregate second Closing Subscription Amounts per the written instructions of RBC Capital Markets as directed by First Atlanta Securities LLC as payment of their transaction feeits fee in the transaction. 1.11. Wire transfers to the Company shall be made pursuant to written instructions from the Company provided to the Escrow Agent on or before each Closing Date. 1.12. Once the funds (as set forth above) for each applicable Closing have been sent per the Company's ’s instructions, the Escrow Agent shall then arrange to have the Convertible Debentures Purchase Agreement, the Registration Rights Agreement, the Escrow Agreement, and the opinion of counsel delivered as per instructions from to the Investorsappropriate parties.

TERMS OF THE ESCROW. 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the funds for the purchase of the $1,500,000 principal amount of Convertible Debentures and the Warrants at the first Closing and for the purchase of the Convertible Debentures at the second Closing as contemplated by the Purchase Loan Agreement. (a) At the first Closing, upon Escrow Agent's receipt of the $1,500,000 Purchase Price for the Closing Convertible Debentures into its attorney trustee account from the InvestorsLenders, together with executed counterparts of this Agreement, the Purchase Loan Agreement and the Registration Rights Agreement, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. (b) Wire transfers to the Escrow Agent shall be made as follows: Xxxxxxx Xxxxxx & Green, P.C. Master Escrow Account Chase Manhattan Bank 0000 Xxxxxxxx - Xxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000000000 Account No. 000-0-000000 Attention: L. Borneo 1.3. The Company, upon receipt of said notice, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures and the Warrants to be issued to each Investor at the first Closing Lender together with: (i) the original executed Registration Rights Agreement in the form of Exhibit EXHIBIT C to the Purchase Loan Agreement; ; (ii) Instructions to Transfer Agent in the form of Exhibit F to the Purchase Agreement; (iii) the original executed opinion of Law Offices of Xxx Xxxxxxx, in the form of Exhibit E to the Purchase Agreement; (iv) an original counterpart of this Escrow Agreement; (iii) the original opinion of Xxxx & Xxxxx, LLP, in the form of EXHIBIT E to the Loan Agreement; (iv) the original executed instructions to transfer agent in the form of EXHIBIT F to the Loan Agreement; and and (v) A Warrant to purchase 50,000 shares a warrant certificate for an amount of the Company's Common Stock equal to One Hundred Thousand Dollars ($100,000) divided by the VWAP on the Trading Day prior to the Closing Date, at $1.00 per share registered an exercise price equal to First Atlanta Securities LLC100% of the VWAP on the Trading Day prior to the Closing Date, issued to Ladenburg Xxxxxxxx & Co. Inc. (the "LT Warrant"). In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Price, then each Investor Lender shall have the right to demand the return of said sum. 1.4. At the Closing, once Escrow Agent confirms shall insert the validity of the issuance of the Convertible Debentures Closing Date and the Warrants by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall enter the Exercise Price and Commencement Date and Termination Date of each Warrant on the face of each Warrant, insert the first Closing Date maturity date on the face of the certificates representing the Convertible Debentures, calculate the number of Warrants to be issued and then the exercise price of the Warrants, and place the same on the face of each Warrant, and then, upon receipt of a Release Notice in the form of EXHIBIT X hereto from the Company and each Lender wire that amount of funds necessary to purchase the Convertible Debentures and the Warrants per the written instructions of the Company net of ten the Lenders' legal and escrow administrative costs of fifteen thousand dollars ($15,000) and the commissions of Ladenburg Xxxxxxxx & Co., Inc. by the Company of five percent (105%) of the Purchase Price which shall be paid as directed by First Atlanta Securities LLC as payment of their transaction fee. Ladenburg Xxxxxxxx & Co. Inc. Once the funds (as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange to have the Convertible Debentures, the Warrants, the LT Warrant and the Registration Rights Agreement and the opinion of counsel delivered as per instructions from the Investors, to deliver the First Atlanta Warrant to First Atlanta, Lenders and to deliver the Instructions to Transfer Agent to the Transfer Agent. 1.5. At the second Closing as to AMRO International, upon Escrow Agent's receipt of the Purchase Price for the Closing into its attorney trustee account from the Investors, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. 1.6. The Company, upon receipt of said notice, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures to be issued to each Investor at the second Closing. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Price, then each Investor shall have the right to demand the return of said sum. 1.7. At the second Closing, once Escrow Agent confirms the validity of the issuance of the Convertible Debentures by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall the second Closing Date on the face of the certificates representing the Convertible Debentures, and then wire that amount of funds necessary to purchase the Convertible Debentures per the written instructions of the Company net of ten percent (10%) of the Purchase Price as directed by First Atlanta Securities LLC as payment of their transaction fee. Once the funds (as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange deliver the instructions to have the Convertible Debentures delivered as per instructions from transfer agent to the Investorstransfer agent.

TERMS OF THE ESCROW. 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the funds for the purchase of the Convertible Debentures $1,500,000 of Common Shares and the Warrants Warrant to purchase up to 32,609 Common Shares at the first Closing and for the purchase of the Convertible Debentures at the second initial Closing as contemplated by the Purchase Agreement. (a) At the first initial Closing, upon the Escrow Agent's receipt of the Purchase Price for the initial Closing into its attorney trustee account from the InvestorsInvestor, together with executed counterparts of this Agreement, the Purchase Agreement and the Registration Rights Agreement, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. (b) Wire transfers to the Escrow Agent shall be made as follows: Xxxxxxx Xxxxxx & Green, P.C. Master Escrow Account Chase Manhattan Bank 0000 Xxxxxxxx - Xxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000000000 Account No. 000-0-000000 Attention: L. Borneo 1.3. The At the initial Closing, the Company, upon receipt of said notice, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures $1,500,000 of Common Shares and the Warrants Warrant to purchase up to 32,609 Common Shares to be issued to each the Investor at the first initial Closing together with: (i) the original executed Registration Rights Agreement in the form of Exhibit C EXHIBIT B to the Purchase Agreement; ; (ii) Instructions to Transfer Agent in the form of Exhibit F EXHIBIT E to the Purchase Agreement; ; (iii) the original executed opinion of Law Offices of Xxx XxxxxxxXxxxxxxx Xxxxxxxxx, Professional Corporation and Xxxxxx deBilly, in the form of Exhibit E EXHIBIT D to the Purchase Agreement; ; (iv) a warrant certificate to purchase up to a number of shares of the Company's Common Stock equal to 32,608 issued to Ladenburg Xxxxxxxx & Co. Inc. (the "LT Warrant"). The LT Warrant shall have a three (3) year term from its date of issuance at an exercise price equal to 115% of the closing bid price of the Company's Common Stock on the Trading Day prior to the initial closing date; and (v) an original counterpart of this Escrow Agreement; and (v) A Warrant to purchase 50,000 shares of Common Stock at $1.00 per share registered to First Atlanta Securities LLC. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Price, then each the Investor shall have the right to demand the return of said sum. 1.4. At the initial Closing, once Escrow Agent confirms the validity of the issuance of the Convertible Debentures Common Shares and the Warrants Warrant by means of its receipt of a Release Notice in the form attached hereto as Exhibit EXHIBIT X executed by the Company and each the Investor, it shall enter the Exercise Price and Commencement Price, the Initial Exercise Date and the Termination Date of each LT Warrant on the face of each the LT Warrant, insert the first Closing Date on the face of the certificates representing the Convertible Debenturesas applicable, and then wire that amount of funds necessary to purchase the Convertible Debentures Common Shares and the Warrants Warrant per the written instructions of the Company Company, net of ten legal and escrow fees of Five Thousand Dollars ($5,000) to Xxxxxxx Xxxxxx & Green, P.C. and net of six percent (106%) of the Purchase Price as directed by First Atlanta Securities LLC Ladenburg Xxxxxxxx & Co. Inc., as payment of their transaction fee. In the event that the Escrow Agent has not received a Release Notice from the Investor at the initial Closing, the Escrow Agent shall return to the Company all securities, agreements and other material deposited by the Company pursuant to Section 1.3 of this Agreement. 1.5. Once the funds (as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange to have the Convertible DebenturesCommon Shares certificates, the WarrantsWarrant, the Registration Rights Agreement and the opinion of counsel delivered as per instructions from the Investors, to deliver the First Atlanta Warrant to First Atlanta, Investor and to deliver the Instructions to Transfer Agent to the Transfer Agent. 1.5. At Agent and deliver the second Closing as LT Warrant to AMRO International, upon Escrow Agent's receipt of the Purchase Price for the Closing into its attorney trustee account from the Investors, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. 1.6. The Company, upon receipt of said notice, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures to be issued to each Investor at the second Closing. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Price, then each Investor shall have the right to demand the return of said sum. 1.7. At the second Closing, once Escrow Agent confirms the validity of the issuance of the Convertible Debentures by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall the second Closing Date on the face of the certificates representing the Convertible Debentures, and then wire that amount of funds necessary to purchase the Convertible Debentures per the written instructions of the Company net of ten percent (10%) of the Purchase Price as directed by First Atlanta Securities LLC as payment of their transaction fee. Once the funds (as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange to have the Convertible Debentures delivered as per instructions from the Investors.Ladenburg Xxxxxxxx & Co. Inc.

TERMS OF THE ESCROW. 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent (i) shall hold the funds for the purchase of the Convertible Debentures initial 1,166,667 Shares and the Warrants at the first Closing as contemplated by the Purchase Agreement and (ii) shall hold the funds for the purchase of the Convertible Debentures next 1,166,667 Shares at the second Closing Closing, all as contemplated by the Purchase Agreement. (a) At the first each Closing, upon Escrow Agent's receipt of the applicable Purchase Price for the Closing into its attorney trustee account from the Investors, together with with, at the first Closing, executed counterparts of this Agreement, the Purchase Agreement and the Registration Rights Agreement, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. (b) Wire transfers to the Escrow Agent shall be made as follows: Xxxxxxx Xxxxxx Epstxxx Xxxkxx & GreenXreen, P.C. Master Escrow Account Chase Manhattan Bank 0000 1411 Xxxxxxxx - Xxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000000000 021000000 Account No. 000035-0-000000 Attention: L. Borneo 1.3. The At the first Closing, the Company, upon receipt of said notice, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures initial 1,166,667 Shares and the 350,000 Warrants to be issued to each Investor at the first Closing Investors together with: (i) the original executed Registration Rights Agreement in the form of Exhibit C B to the Purchase Agreement; ; (ii) Instructions to Transfer Agent in the form of Exhibit F E to the Purchase Agreement; ; (iii) the original executed opinion of Law Offices of Xxx XxxxxxxSteel Hectxx & Xavix LLP, in the form of Exhibit E D to the Purchase Agreement; and (iv) an original counterpart of this Escrow Agreement; and (v) A Warrant to purchase 50,000 shares of Common Stock at $1.00 per share registered to First Atlanta Securities LLC. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Price, then each Investor shall have the right to demand the return of said sum. 1.4. At the first Closing, once Escrow Agent confirms the validity of the issuance of the Convertible Debentures Shares and the Warrants by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall enter the Exercise Price and Commencement Date and Termination Date of each Warrant on the face of each Warrant, insert the first Closing Date on the face of the certificates representing the Convertible Debentures, and then wire that amount of funds necessary to purchase the Convertible Debentures Shares and the Warrants per the written instructions of the Company Company, net of (a) legal and escrow administrative costs of ten percent thousand dollars (10%$10,000) plus $2,500 for each Investor in addition to AMRO International, S.A., Austost Anstalt Schaxx xxx Balmore Funds SA, payable to Epstxxx Xxxkxx & Xreen, P.C. ("EB&G"), 250 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, xxd (b) the legal fees of Thomson Kernaghan & Co., Ltd., Toronto, in an amount not to exceed fifteen thousand dollars ($15,000), pursuant to wire instructions to be provided to the Purchase Price as directed Escrow Agent by First Atlanta Securities LLC as payment of their transaction fee. Thomson Kernaghan & Co., Ltd. Once the funds (as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange to have the Convertible Debenturescertificates for the Shares, the Warrants, the Registration Rights Agreement and the opinion of counsel delivered as per instructions from the Investors, to deliver the First Atlanta Warrant to First Atlanta, Investors and to deliver the Instructions to Transfer Agent to the Transfer Agent. 1.5. At the second Closing as to AMRO InternationalClosing, upon Escrow Agent's receipt of the Purchase Price for the Closing into its attorney trustee account from the Investors, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. 1.6. The Company, upon receipt of said noticenotice of receipt of funds, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures Shares to be issued to each Investor at the second Closing. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Price, then each Investor shall have the right to demand the return of said sum. 1.7. At the second Closing, once Escrow Agent confirms the validity of the issuance of the Convertible Debentures by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall the second Closing Date on the face of the certificates representing the Convertible Debentures, and then wire that amount of funds necessary to purchase the Convertible Debentures per the written instructions of the Company net of ten percent (10%) of the Purchase Price as directed by First Atlanta Securities LLC as payment of their transaction fee. Once the funds (as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange to have the Convertible Debentures delivered as per instructions from the Investors.

TERMS OF THE ESCROW. 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the funds for the purchase of the $2,000,000 principal amount of Convertible Debentures and the Warrants at the first Closing and for the purchase of the Convertible Debentures at the second Closing as contemplated by the Purchase Loan Agreement. (a) At the first Closing, upon Escrow Agent's receipt of the $2,000,000 Purchase Price for the Closing Convertible Debentures into its attorney trustee account from the InvestorsLenders, together with executed counterparts of this Agreement, the Purchase Loan Agreement and the Registration Rights Agreement, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. (b) Wire transfers to the Escrow Agent shall be made as follows: Xxxxxxx Xxxxxx & Green, P.C. Master Escrow Account Chase Manhattan Bank 0000 Xxxxxxxx - Xxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000000000 Account No. 000-0-000000 Attention: L. Borneo 1.3. The Company, upon receipt of said notice, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures and the Warrants to be issued to each Investor at the first Closing Lender together with: (i) the original executed Registration Rights Agreement in the form of Exhibit C to the Purchase Loan Agreement; ; (ii) Instructions an original counterpart of this Escrow Agreement; (iii) the original opinion of Xxxxxxxx Xxxxxxxxx Professional Corporation in the form of Exhibit E to Transfer Agent the Loan Agreement; and (iv) the original executed instructions to transfer agent in the form of Exhibit F to the Purchase Loan Agreement; (iii) the original executed opinion of Law Offices of Xxx Xxxxxxx, in the form of Exhibit E to the Purchase Agreement; (iv) an original counterpart of this Escrow Agreement; and (v) A Warrant to purchase 50,000 shares of Common Stock at $1.00 per share registered to First Atlanta Securities LLC. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Price, then each Investor Lender shall have the right to demand the return of said sum. 1.4. At the Closing, once Escrow Agent confirms shall insert the validity of the issuance of the Convertible Debentures Closing Date and the Warrants by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall enter the Exercise Price and Commencement Date and Termination Date of each Warrant on the face of each Warrant, insert the first Closing Date maternity date on the face of the certificates representing the Convertible Debentures, calculate the number of Warrants to be issued and then the exercise price of the Warrants, and place the same on the face of each Warrant, and then, upon receipt of a Release Notice in the form of Exhibit X hereto from the Company and each Lender wire that amount of funds necessary to purchase the Convertible Debentures and the Warrants per the written instructions of the Company net of the Lenders' legal and escrow administrative costs of ten thousand dollars ($10,000) and the commissions of Ladenburg Xxxxxxxx & Co., Inc. by the Company of five percent (105%) of the Purchase Price plus $10,000, as a non-accountable expense allowance, which shall be paid as directed by First Atlanta Securities LLC as payment of their transaction fee. Ladenburg Xxxxxxxx & Co. Inc. Once the funds (as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange to have the Convertible Debentures, the Warrants, Warrants and the Registration Rights Agreement and the opinion of counsel delivered as per instructions from the Investors, to deliver the First Atlanta Warrant to First Atlanta, Lenders and to deliver the Instructions to Transfer Agent to the Transfer Agent. 1.5. At the second Closing as to AMRO International, upon Escrow Agent's receipt of the Purchase Price for the Closing into its attorney trustee account from the Investors, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. 1.6. The Company, upon receipt of said notice, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures to be issued to each Investor at the second Closing. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Price, then each Investor shall have the right to demand the return of said sum. 1.7. At the second Closing, once Escrow Agent confirms the validity of the issuance of the Convertible Debentures by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall the second Closing Date on the face of the certificates representing the Convertible Debentures, and then wire that amount of funds necessary to purchase the Convertible Debentures per the written instructions of the Company net of ten percent (10%) of the Purchase Price as directed by First Atlanta Securities LLC as payment of their transaction fee. Once the funds (as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange deliver the instructions to have the Convertible Debentures delivered as per instructions from transfer agent to the Investorstransfer agent.

TERMS OF THE ESCROW. 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent (i) shall hold the funds for the purchase of the Convertible Debentures initial 600,000 Shares and the Warrants at the first Closing as contemplated by the Purchase Agreement and (ii) shall hold the funds for the purchase of the Convertible Debentures remaining 600,000 Shares at the second Closing as contemplated by the Purchase Agreement. (a) At the first each Closing, upon Escrow Agent's receipt of the applicable Purchase Price for the Closing into its attorney trustee account from the Investors, together with with, at the first Closing, executed counterparts of this Agreement, the Purchase Agreement and the Registration Rights Agreement, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. (b) Wire transfers to the Escrow Agent shall be made as follows: Xxxxxxx Xxxxxx Epstein Becker & Green, P.C. Master Escrow Account Mastex Xxxxxw Xxxxxnt Chase Manhattan Bank 0000 Xxxxxxxx 1411 Broadway - Xxxxx Xxxxx Xxx XxxxFifth Floor New Yoxx, Xxx Xxxx 00000 ABA NoXXX Xx. 000000000 Account No. 000035-01-000000 346036 Attention: L. Borneo 1.30.3. The At the first Closing, the Company, upon receipt of said notice, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures initial 600,000 Shares and the Warrants to be issued to each Investor at the first Closing together with: (i) the original executed Registration Rights Agreement in the form of Exhibit C B to the Purchase Agreement; (ii) Instructions to Transfer Agent in the form of Exhibit F E to the Purchase Agreement; (iii) the original executed opinion of Law Offices of Xxx XxxxxxxSullivan & Worcester LLP, in the form of Exhibit E ox Xxxxxit D to the Purchase Agreement; and (iv) an original counterpart of this Escrow Agreement; and (v) A Warrant to purchase 50,000 shares of Common Stock at $1.00 per share registered to First Atlanta Securities LLC. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Price, then each Investor shall have the right to demand the return of said sum. 1.4. At the first Closing, once Escrow Agent confirms the validity of the issuance of the Convertible Debentures Shares and the Warrants by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall enter the Exercise Price and Commencement Date and Termination Date of each Warrant on the face of each Warrant, insert the first Closing Date on the face of the certificates representing the Convertible Debentures, and then wire that amount of funds necessary to purchase the Convertible Debentures Shares and the Warrants per the written instructions of the Company net of legal and escrow administrative costs of ten thousand dollars ($10,000) to Epstein Becker & Green, P.C. ("EB&G"), 250 Park Avenue, New York, XX 00077, xxx seven percent (107%) of the Purchase Price as directed by First Atlanta Securities LLC Puxxxxxx Xxxxx xx xxxxxxxx xx XXXxxxsis, Inc. as payment of their transaction fee. Once the funds (as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange to have the Convertible DebenturesShares certificates, the Warrants, the Registration Rights Agreement and the opinion of counsel delivered as per instructions from the Investors, to deliver the First Atlanta Warrant to First Atlanta, Investors and to deliver the Instructions to Transfer Agent to the Transfer Agent. 1.5. At the second Closing as to AMRO InternationalClosing, upon Escrow Agent's receipt of the Purchase Price for the Closing into its attorney trustee account from the Investors, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. 1.6. The Company, upon receipt of said noticenotice of receipt of funds, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures remaining 600,000 Shares to be issued to each Investor at the second ClosingInvestor. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase PricePrice applicable to such Shares, then each Investor shall have the right to demand the return of said sum. 1.7. At the second Closing, once Once Escrow Agent confirms the validity of the issuance of the Convertible Debentures Shares by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each the Investor, it shall the second Closing Date on the face of the certificates representing the Convertible Debentures, and then immediately wire that amount of funds necessary to purchase the Convertible Debentures Shares per the written instructions of the Company net of ten seven percent (107%) of the Purchase Price for the remaining Shares as directed by First Atlanta Securities LLC as payment of their transaction fee. JWGenesis Securities, Inc. Once the funds (as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange to have the Convertible Debentures Shares certificates delivered as per instructions from the InvestorsInvestor.

TERMS OF THE ESCROW. 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the funds for the purchase of the Convertible Debentures 2,500 shares of Common Stock, 2,000 shares of Exchangeable Preferred Stock and the Warrants at the first Closing and for the purchase of the Convertible Debentures at the second Closing Closing, as contemplated by the Purchase Agreement. (a) At the first Closing, upon Escrow Agent's receipt of the Purchase Price for the Closing into its attorney trustee account from the Investors, together with executed counterparts of this Agreement, the Purchase Agreement and the Registration Rights Agreement, it shall telephonically and by e-mail advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. (b) Wire transfers to the Escrow Agent shall be made as follows: Xxxxxxx Xxxxxx & Green, P.C. Master Escrow Account Chase Manhattan Bank 0000 Xxxxxxxx - Xxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000000000 Account No. 000-0-000000 Attention: L. Borneo 1.3. The Company, upon receipt of said notice, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures Common Stock, the Exchangeable Preferred Stock and the Warrants to be issued to each Investor at the first Closing together with:e (i) the original executed Registration Rights Agreement in the form of Exhibit C to the Purchase Agreement; ; (ii) Instructions to Transfer Agent in the form of Exhibit F to the Purchase Agreement; ; (iii) the original executed opinion of Law Offices of Xxx XxxxxxxTroop Xxxxxxx Pasich Reddick & Xxxxx, LLP, in the form of Exhibit E to the Purchase Agreement; ; (iv) an original counterpart of this Escrow Agreement; and and (v) A Warrant to purchase 50,000 shares the voting agreements set forth in Section 2.1(b)(xi) of Common Stock at $1.00 per share registered to First Atlanta Securities LLCthe Purchase Agreement. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Price, then each Investor shall have the right to demand the return of said sum. 1.4. At the Closing, once Escrow Agent confirms the validity of the issuance of the Convertible Debentures Common Stock, the Exchangeable Preferred Shares and the Warrants by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall enter the Exercise Price and Commencement Date and Termination Date of each Warrant on the face of each Warrant, insert the first Closing Original Issuance Date on the face of the certificates representing the Convertible DebenturesExchangeable Preferred Stock, and then wire that amount of funds necessary to purchase the Convertible Debentures Common Stock, the Exchangeable Preferred Stock and the Warrants per the written instructions of the Company net of ten percent (10%) of the Purchase Price as directed by First Atlanta Securities LLC as payment of their transaction feeCompany. Once the funds (as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange to have the Convertible DebenturesCommon Stock certificates, the Exchangeable Preferred Stock certificates, the Warrants, the Registration Rights Agreement and the opinion of counsel delivered as per instructions from the Investors, to deliver the First Atlanta Warrant to First Atlanta, Investors and to deliver the Instructions to Transfer Agent to the Transfer Agent. 1.5. At the second Closing as to AMRO International, upon Escrow Agent's receipt of the Purchase Price for the Closing into its attorney trustee account from the Investors, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. 1.6. The Company, upon receipt of said notice, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures to be issued to each Investor at the second Closing. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Price, then each Investor shall have the right to demand the return of said sum. 1.7. At the second Closing, once Escrow Agent confirms the validity of the issuance of the Convertible Debentures by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall the second Closing Date on the face of the certificates representing the Convertible Debentures, and then wire that amount of funds necessary to purchase the Convertible Debentures per the written instructions of the Company net of ten percent (10%) of the Purchase Price as directed by First Atlanta Securities LLC as payment of their transaction fee. Once the funds (as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange to have the Convertible Debentures delivered as per instructions from the Investors.

TERMS OF THE ESCROW. 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the funds for the purchase of the $1,100,000 principal amount of Convertible Debentures and the Warrants at the first Closing and for the purchase of the Convertible Debentures at the second Closing as contemplated by the Purchase Agreement. (a) At the first Closing, upon the Escrow Agent's receipt of the applicable Purchase Price for the such Closing into its attorney trustee master escrow account from the Investors, together with executed counterparts of this Agreement, the Purchase Agreement and the Registration Rights Agreement, the Purchase Agreement, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. (b) Wire transfers to the Escrow Agent shall be made as follows: Xxxxxxx Xxxxxx & Green, P.C. Master Escrow Account Chase Manhattan Bank 0000 Xxxxxxxx - Xxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000000000 Account No. 000-0-000000 Attention: L. Borneo 1.3. The Company, upon Upon receipt of said notice, the Company shall deliver to the Escrow Agent Convertible Debentures evidencing the certificates representing the $550,000 principal amount of Convertible Debentures and the Warrants to be issued to each Investor at the first Closing together with: (i) an executed original counterpart to the Purchase Agreement; (ii) an executed original executed Registration Rights Agreement Agreement; (iii) the executed original opinion of Xxxxxx Xxxxxx White & XxXxxxxxx LLP in the form of Exhibit C to the Purchase Agreement; (ii) Instructions to Transfer Agent in the form of Exhibit F to the Purchase Agreement; (iii) the original executed opinion of Law Offices of Xxx Xxxxxxx, in the form of Exhibit EXHIBIT E to the Purchase Agreement; and (iv) an executed original counterpart of this Escrow Agreement; and (v) A Warrant to purchase 50,000 shares of Common Stock at $1.00 per share registered to First Atlanta Securities LLC. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase PricePrice applicable to such Convertible Debentures, then each Investor shall have the right to demand the return of said sumPurchase Price. 1.4. At the first Closing, once the Escrow Agent confirms the validity of the issuance of the applicable Convertible Debentures and the Warrants by means of its receipt of a Release Notice in the form attached hereto as Exhibit EXHIBIT X executed by the Company and each Investor, it shall verify and enter the Exercise Price and Commencement Date and Termination Date of each Warrant on the face of each Warrant, insert the first Closing Date on the face of the certificates representing Warrant, verify and enter the applicable Closing Date and the Set Price on each Convertible Debentures, Debenture and then wire that amount 95% of funds necessary to purchase the Convertible Debentures and the Warrants said Purchase Price per the written instructions of the Company Company, net of ten percent (10%) of $25,000 to Xxxxxxx, Xxxxxx & Green, P.C. for the Purchase Price Investor's legal, escrow and administrative costs and the remaining 5% as directed by First Atlanta Securities LLC as payment of their transaction feeLadenburg Xxxxxxxx & Co. Inc. 1.5. Once the funds (as set forth above) have applicable Purchase Price has been sent wired per the Company's instructions, the Escrow Agent shall then arrange to have the Convertible Debentures, the Warrants, the Escrow Agreement, the Registration Rights Agreement Agreement, the voting agreements and the opinion of counsel delivered as per instructions from the Investors, to deliver the First Atlanta Warrant to First Atlanta, and to deliver the Instructions to Transfer Agent to the Transfer Agentparties. 1.51.6. At the second Closing as to AMRO InternationalClosing, upon Escrow Agent's receipt of the Purchase Price for the Closing into its attorney trustee account from the Investors, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. 1.6. The Company, upon receipt of said noticenotice of receipt of funds, shall deliver to the Escrow Agent Convertible Debentures evidencing in the certificates representing the aggregate $550,000 principal amount of Convertible Debentures to be issued to each Investor at the second ClosingInvestors. 1.7. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase PricePrice applicable to such Convertible Debentures, then each Investor shall have the right to demand the return of said sumPurchase Price. 1.71.8. At the second Closing, once Once Escrow Agent confirms the validity of the issuance of the Convertible Debentures by means of its receipt of a Release Notice in the form attached hereto as Exhibit EXHIBIT X executed by the Company and each Investor, it shall verify and enter the second applicable Closing Date and Set Price on the face of the certificates representing the Convertible Debentures, and then wire that amount of funds necessary to purchase the Convertible Debentures and it shall immediately wire 95% of the Purchase Price per the written instructions of the Company net of ten percent (10%) of and the Purchase Price remaining 5% as directed by First Atlanta Securities LLC as payment of their transaction fee. Once the funds (as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange to have the Convertible Debentures delivered as per instructions from the Investors.Ladenburg Xxxxxxxx & Co. Inc.

TERMS OF THE ESCROW. 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the funds for the purchase of the Convertible Debentures and the Warrants at the first Closing and for the purchase of the Convertible Debentures at the second Closing as contemplated by the Purchase AgreementClosing. (a) At the first Closing, upon Escrow Agent's receipt of the Purchase Price for the Closing into its attorney trustee account from the Investors, together with executed counterparts of this Agreement, the Purchase Agreement and the Registration Rights Agreement, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. (b) Wire transfers to the Escrow Agent shall be made as follows: Xxxxxxx Xxxxxx & Green, P.C. Master Escrow Account Chase Manhattan Bank 0000 Xxxxxxxx - Xxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000000000 Account No. 000-0-000000 Attention: L. Borneo 1.3. The Company, upon receipt of said notice, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures and the Warrants to be issued to each Investor at the first Closing together with: (i) the original executed Registration Rights Agreement in the form of Exhibit C to the Purchase Agreement; (ii) Instructions to Transfer Agent in the form of Exhibit F to the Purchase Agreement; (iii) the original executed opinion of Law Offices of Xxx Xxxxxxx, in the form of Exhibit E to the Purchase Agreement; and (iv) an original counterpart of this Escrow Agreement; and (v) A Warrant to purchase 50,000 shares of Common Stock at $1.00 per share registered to First Atlanta Securities LLC. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Price, then each Investor shall have the right to demand the return of said sum. 1.4. At the Closing, once Escrow Agent confirms the validity of the issuance of the Convertible Debentures and the Warrants by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall enter the Exercise Price and Commencement Date and Termination Date of each Warrant on the face of each Warrant, insert the first Closing Date on the face of the certificates representing the Convertible Debentures, and then wire that amount of funds necessary to purchase the Convertible Debentures and the Warrants per the written instructions of the Company Company, net of ten percent One Hundred Thousand Dollars (10%$100,000) of the Purchase Price as directed by First Atlanta Securities LLC as payment of their transaction fee. Once the funds (as set forth above) have been sent per the Company's instructionsto Union Atlantic, the Escrow Agent shall then arrange to have the Convertible DebenturesLC, the Warrants, the Registration Rights Agreement and the opinion of counsel delivered as per instructions from the Investors, to deliver the First Atlanta Warrant to First Atlanta, and to deliver the Instructions to Transfer Agent to the Transfer Agent. 1.5. At the second Closing as to AMRO International, upon Escrow Agent's receipt of the Purchase Price for the Closing into its attorney trustee account from the Investors, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. 1.6. The Company, upon receipt of said notice, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures to be issued to each Investor at the second Closing. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Price, then each Investor shall have the right to demand the return of said sum. 1.7. At the second Closing, once Escrow Agent confirms the validity of the issuance of the Convertible Debentures by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall the second Closing Date on the face of the certificates representing the Convertible Debentures, and then wire that amount of funds necessary to purchase the Convertible Debentures per the written instructions of the Company net of ten percent Ten Thousand Dollars (10%$10,000) of the Purchase Price as directed by First Atlanta Securities LLC as payment of their transaction fee. Once the funds (as set forth above) have been sent per the Company's instructionsfrom Union Atlantic LC to Xxxxxxx Xxxxxx & Green, the Escrow Agent shall then arrange to have the Convertible Debentures delivered as per instructions from the Investors.P.

TERMS OF THE ESCROW. 1.1. 1.1 The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the funds for the purchase of the Convertible Debentures Preferred Stock and the Warrants at the first Closing and for the purchase of the Convertible Debentures at the second Closing as contemplated by the Purchase Agreement. (a) At 1.2 Upon the first Closing, upon Escrow Agent's ’s receipt of the Purchase Price for the Closing aggregate Subscription Amounts into its attorney trustee account from the Investorsmaster escrow account, together with the executed counterparts of this Agreement, the Purchase Agreement and the Registration Rights Agreement, it shall telephonically advise the Company, or the Company's ’s designated attorney or agent, of the amount of funds it has received into its master escrow account. (b) 1.3 Wire transfers to the Escrow Agent shall be made as follows: Citibank, F.S.B. 000 Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxx 0000 Xxxxx, Xxxxxxx Xxxxxx & Green, P.C. Master Escrow Account Chase Manhattan Bank 0000 Xxxxxxxx - Xxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. Number: 000000000 Account No. 000-0-000000 AttentionName: L. BorneoXxxxxxxxxxx & Xxxxxxxx LLP Trust Account (Iota) Account Number: 2102516505 Attn: Xxx Xxxxxxxxx/Private Banking 1.3. 1.4 The Company, upon receipt promptly following being advised by the Escrow Agent that the Escrow Agent has received the Subscription Amounts for the Closing along with facsimile copies of said noticecounterpart signature pages of the Purchase Agreement, Registration Rights Agreement and this Agreement from each Purchaser, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures shares of Preferred Stock and the Warrants to be issued to each Investor Purchaser at the first Closing together with: (ia) the original Company's executed Registration Rights Agreement in the form counterpart of Exhibit C to the Purchase Agreement; ; (ii) Instructions to Transfer Agent in the form of Exhibit F to the Purchase Agreement; (iiib) the original Company's executed counterpart of the Registration Rights Agreement; (c) the executed opinion of Law Offices of Xxx XxxxxxxCompany Counsel, in the form of Exhibit E D to the Purchase Agreement; (d) the Right of First Notice executed by each of the Resigning Directors ; (e) the Right of First Notice executed by Futuristic Image Builder, Ltd; (f) executed Resigning Directors resignation letters (g) executed Stock Purchase Agreement between the Company and GMIL; and (ivh) an the Company's original executed counterpart of this Escrow Agreement; and (v) A Warrant to purchase 50,000 shares of Common Stock at $1.00 per share registered to First Atlanta Securities LLC. . 1.5 In the event that the foregoing items are not in the Escrow Agent's ’s possession within three ten (310) Trading Days of the Escrow Agent notifying receiving the Company that the Escrow Agent has custody of the Purchase PriceSubscription Amounts, then each Investor Purchaser shall have the right to demand the return of said sumtheir Subscription Amounts. 1.4. At 1.6 Once the Closing, once Escrow Agent confirms the validity of the issuance of the Convertible Debentures and the Warrants by means of its receipt of receives a Release Notice Notice, in the form attached hereto as Exhibit X X, (the “Release Notice”) executed by the Company and each InvestorPurchaser, it shall enter the Exercise Price and Commencement Date and Termination Date of each Warrant on the face of each Warrant, insert the first Closing Date on the face of the certificates representing the Convertible Debentures, and then wire that amount of funds necessary to purchase the Convertible Debentures applicable Preferred Stock and the Warrants per the written instructions of the Company net of ten percent (10%) of the Purchase Price Company, and shall wire as directed by First Atlanta Securities LLC GMIL that amount of funds as payment of their transaction fee. are necessary to close the securities repurchases as are contemplated by Section 1.4(g). 1.7 Wire transfers to the Company shall be made pursuant to written instructions from the Company provided to the Escrow Agent on the Closing Date. 1.8 Once the funds (as set forth above) have been sent per the Company's ’s instructions, the Escrow Agent shall then arrange to have the Convertible DebenturesPurchase Agreement, the Warrants, the shares of Preferred Stock, the Registration Rights Agreement, the Escrow Agreement, the Rights of First Notice Agreement and the opinion of counsel delivered as per instructions from the Investors, to deliver the First Atlanta Warrant to First Atlanta, and to deliver the Instructions to Transfer Agent to the Transfer Agentappropriate parties. 1.5. At the second Closing as to AMRO International, upon Escrow Agent's receipt of the Purchase Price for the Closing into its attorney trustee account from the Investors, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. 1.6. The Company, upon receipt of said notice, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures to be issued to each Investor at the second Closing. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Price, then each Investor shall have the right to demand the return of said sum. 1.7. At the second Closing, once Escrow Agent confirms the validity of the issuance of the Convertible Debentures by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall the second Closing Date on the face of the certificates representing the Convertible Debentures, and then wire that amount of funds necessary to purchase the Convertible Debentures per the written instructions of the Company net of ten percent (10%) of the Purchase Price as directed by First Atlanta Securities LLC as payment of their transaction fee. Once the funds (as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange to have the Convertible Debentures delivered as per instructions from the Investors.

TERMS OF THE ESCROW. 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent (i) shall hold the funds for the purchase of the Convertible Debentures and the Warrants at the first Closing and for the purchase $500,000 of the Convertible Debentures at the second Closing Common Stock, all as contemplated by the Purchase Agreement. (a) At the first initial Closing, upon Escrow Agent's receipt of the applicable Purchase Price for the Closing into its attorney trustee account from the Investors, together with executed counterparts of this Agreement, the Purchase Agreement and the Registration Rights Agreement, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. (ba) Wire transfers to the Escrow Agent shall be made as follows: Xxxxxxx Xxxxxx Epstxxx Xxxkxx & GreenXreen, P.C. Master Escrow Account Chase Manhattan Bank 0000 1411 Xxxxxxxx - Xxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000000000 021000000 Account No. 000035-0-000000 Attention: L. Borneo 1.3. The At the initial Closing, the Company, upon receipt of said notice, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures and the Warrants Initial Shares to be issued to each Investor at the first Closing together with: (i) the original executed Registration Rights Agreement in the form of Exhibit C B to the Purchase Agreement; (ii) Instructions to Transfer Agent in the form of Exhibit F D to the Purchase Agreement; (iii) the original executed opinion of Law Offices of Xxx Xxxxxxx, Weed & Co. L.P. in the form of Exhibit E C to the Purchase Agreement; and (iv) an original counterpart of this Escrow Agreement; and (v) A Warrant to purchase 50,000 shares of Common Stock at $1.00 per share registered to First Atlanta Securities LLC. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Price, then each Investor shall have the right to demand the return of said sum. 1.4. At the initial Closing, once Escrow Agent confirms the validity of the issuance of the Convertible Debentures and the Warrants Shares by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall enter the Exercise Price and Commencement Date and Termination Date of each Warrant on the face of each Warrant, insert the first Closing Date on the face of the certificates representing the Convertible Debentures, and then wire that amount of funds necessary to purchase the Convertible Debentures and the Warrants Shares per the written instructions of the Company net of ten legal and escrow administrative costs of Five Thousand Dollars ($5,000) to Epstxxx Xxxkxx & Xreen, P.C. ("EB&G"), 250 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, xxd a finder's fee of five percent (105%) of the Purchase Price as directed by First Atlanta Securities LLC as payment of their transaction feeTriton West Group. Once the funds (as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange to have the Convertible Debentures, the WarrantsInitial Share certificates, the Registration Rights Agreement and the opinion of counsel delivered as per instructions from the Investors, to deliver the First Atlanta Warrant to First Atlanta, Investors and to deliver the Instructions to Transfer Agent to the Transfer Agent. 1.5. At the second Closing as to AMRO International, upon Escrow Agent's receipt of the Purchase Price for the Closing into its attorney trustee account from the Investors, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. 1.6. The Company, upon receipt of said notice, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures to be issued to each Investor at the second Closing. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase PricePrice applicable to such Shares, then each Investor shall have the right to demand the return of said sum. 1.7. At the second Closing, once Escrow Agent confirms the validity of the issuance of the Convertible Debentures by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall the second Closing Date on the face of the certificates representing the Convertible Debentures, and then wire that amount of funds necessary to purchase the Convertible Debentures per the written instructions of the Company net of ten percent (10%) of the Purchase Price as directed by First Atlanta Securities LLC as payment of their transaction fee. Once the funds (as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange to have the Convertible Debentures delivered as per instructions from the Investors.