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 Preferred Shares as contemplated by the Purchase Agreement. 1.2. Upon the Escrow Agent’s receipt of the aggregate subscription amounts into its master escrow account, together with copies of counterpart signature pages of the Transaction Documents from each Purchaser and the Company and all other closing documents and deliveries required under Article IV of the Purchase Agreement, it shall advise the Company and Vision, or their designated attorney or agent, of the amount of funds it has received into its master escrow account. 1.3. Wire transfers to the Escrow Agent shall be made as follows: Bank: ABA No.: Account Name: Account No.: Reference: 1.4. The Company and Vision, promptly after being advised by the Escrow Agent that it has received the subscription amounts for the Closing, copies of counterpart signature pages of the Transaction Documents from each Purchaser and the Company and all other closing documents and deliveries required under Article IV of the Purchase Agreement, shall deliver to the Escrow Agent a Release Notice, in the form attached hereto as Exhibit A (the “Release Notice”). 1.5. Once the Escrow Agent receives the Release Notice executed by the Company and Vision, the Escrow Agent shall wire the subscription proceeds per the written instructions of the Company and Vision, net of fees, expenses and any other disbursements as set forth in the Release Notice. 1.6. Wire transfers to the Company shall be made pursuant to written instructions from the Company provided to the Escrow Agent. 1.7. Upon the written request from a Purchaser to the Escrow Agent, the Escrow Agent shall promptly return the subscription proceeds to each Purchaser pursuant to written wire instructions to be delivered by such Purchaser to the Escrow 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 Preferred Shares as contemplated by the Purchase Agreement. 1.2. Upon the Escrow Agent’s receipt of the aggregate subscription amounts into its master escrow account, together with copies of counterpart signature pages of the Transaction Documents from each Purchaser and the Company and all other closing documents and deliveries required under Article IV of the Purchase AgreementAgreement with respect to the Closing, it shall advise the Company and Visionthe Placement Agent, or their designated attorney or agent, of the amount of funds it has received into its master escrow account. 1.3. Wire transfers to the Escrow Agent shall be made as follows: Bank: Citibank, N.A. 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 ABA No.: 000000000 Account Name: Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP XXXX Account Account No.: 00000000 Reference:: Ortec International, Inc. / Xxxxxxx Hill Partners 1.4. The Company and Visionthe Placement Agent, promptly after being advised by the Escrow Agent that it has received the subscription amounts for the Closing, copies of counterpart signature pages of the Transaction Documents from each Purchaser and the Company and all other closing documents and deliveries required under Article IV of the Purchase Agreement, shall deliver to the Escrow Agent a Release Notice, in the form attached hereto as Exhibit A (the “Release Notice”). 1.5. Once the Escrow Agent receives the Release Notice executed by the Company and Visionthe Placement Agent, the Escrow Agent shall wire the subscription proceeds per the written instructions of the Company and Visionthe Placement Agent, net of fees, expenses and any other disbursements as set forth in the Release Notice. 1.6. Wire transfers to the Company shall be made pursuant to written instructions from the Company provided to the Escrow Agent. 1.7. Upon In the event that the Closing does not occur within five (5) business days of the date of this Agreement, upon the written request from a Purchaser to the Escrow Agent, the Escrow Agent shall promptly return the subscription proceeds to each Purchaser pursuant to written wire instructions to be delivered by such Purchaser to the Escrow 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 Preferred Shares Notes as contemplated by the Purchase Agreement. 1.2. Upon the Escrow Agent’s receipt of the aggregate subscription amounts into its master escrow account, together with copies of counterpart signature pages of the Transaction Documents from each Purchaser and the Company and all other closing documents and deliveries required under Article IV of the Purchase Agreement, it shall advise the Company and Visionthe Purchasers, or their designated attorney or agent, of the amount of funds it has received into its master escrow account. 1.3. Wire transfers to the Escrow Agent shall be made as follows: Bank: **** ABA No.: **** Account Name: **** Account No.: **** Reference:: **** 1.4. The Company and VisionPurchasers, promptly after being advised by the Escrow Agent that it has received the subscription amounts for the Closing, copies of counterpart signature pages of the Transaction Documents from each Purchaser and the Company and all other closing documents and deliveries required under Article IV of the Purchase Agreement, shall deliver to the Escrow Agent a Release Notice, in the form attached hereto as Exhibit A (the “Release Notice”). 1.5. Once the Escrow Agent receives the Release Notice executed by the Company and VisionPurchasers, the Escrow Agent shall wire the subscription proceeds per the written instructions of the Company and Vision, net of fees, expenses and any other disbursements as set forth in the Release Notice. 1.6. Wire transfers to the Company shall be made pursuant to written instructions from the Company provided to the Escrow Agent. 1.7. Upon the written request from a Purchaser to the Escrow Agent, the Escrow Agent shall promptly return the subscription proceeds to each Purchaser pursuant to written wire instructions to be delivered by such Purchaser to the Escrow Agent.

TERMS OF THE ESCROW. 1.1. Section 8.1 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 Preferred Shares as contemplated by the Purchase Agreement. 1.2. Section 8.2 Upon the Escrow Agent’s receipt of the aggregate subscription amounts into its master escrow account, together with copies of counterpart signature pages of the Transaction Documents from each Purchaser and the Company and all other closing documents and deliveries required under Article IV of the Purchase Agreement, it shall advise the Company and Visionthe Placement Agents, or their designated attorney attorneys or agentagents, of the amount of funds it has received into its master escrow account. 1.3. Section 8.3 Wire transfers to the Escrow Agent shall be made as follows: Bank: ABA No.: Account Name: Account No.: Reference: 1.4. Section 8.4 The Company and Visionthe Placement Agents, promptly after being advised by the Escrow Agent that it has received the subscription amounts for the applicable Closing, copies of counterpart signature pages of the Transaction Documents from each Purchaser and the Company and all other closing documents and deliveries required under Article IV of the Purchase Agreement, shall deliver to the Escrow Agent a Release Notice, in the form attached hereto as Exhibit A (the “Release Notice”). 1.5. Section 8.5 Once the Escrow Agent receives the Release Notice executed by the Company and Visionthe Placement Agents, the Escrow Agent shall wire the subscription proceeds per the written instructions of the Company and Visionthe Placement Agents, net of fees, expenses and any other disbursements as set forth in the Release Notice. 1.6. Section 8.6 Wire transfers to the Company shall be made pursuant to written instructions from the Company provided to the Escrow Agent. 1.7. Section 8.7 Upon the written request from a Purchaser to the Escrow Agent, the Escrow Agent shall promptly return the subscription proceeds to each Purchaser pursuant to written wire instructions to be delivered by such Purchaser to the Escrow 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 Preferred Shares as contemplated by the Purchase Agreement. 1.2. Upon the Escrow Agent’s receipt of the aggregate subscription amounts into its master escrow account, together with copies of counterpart signature pages of the Transaction Documents from each Purchaser and the Company and all other closing documents and deliveries required under Article IV of the Purchase Agreement, it shall advise the Company and Vision, or their designated attorney or agent, of the amount of funds it has received into its master escrow account. 1.3. Wire transfers to the Escrow Agent shall be made as follows: Bank: Citibank, N.A. 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 ABA No.: 000000000 Account Name: Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP XXXX Account Account No.: 00000000 Reference:: Wuhan Blower / Xxxxxxxxxxx X. Xxxxxxx 1.4. The Company and Vision, promptly after being advised by the Escrow Agent that it has received the subscription amounts for the Closing, copies of counterpart signature pages of the Transaction Documents from each Purchaser and the Company and all other closing documents and deliveries required under Article IV of the Purchase Agreement, shall deliver to the Escrow Agent a Release Notice, in the form attached hereto as Exhibit A (the “Release Notice”). 1.5. Once the Escrow Agent receives the Release Notice executed by the Company and Vision, the Escrow Agent shall wire the subscription proceeds per the written instructions of the Company and Vision, net of fees, expenses and any other disbursements as set forth in the Release Notice. 1.6. Wire transfers to the Company shall be made pursuant to written instructions from the Company provided to the Escrow Agent. 1.7. Upon the written request from a Purchaser to the Escrow Agent, the Escrow Agent shall promptly return the subscription proceeds to each Purchaser pursuant to written wire instructions to be delivered by such Purchaser to the Escrow 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 Preferred Shares Stock and the Warrants at the Closing as contemplated by the Purchase Agreement. 1.2. Upon the Escrow Agent’s receipt of the aggregate subscription amounts Subscription Amounts into its master escrow account, together with copies the executed counterparts of counterpart signature pages of this Agreement, the Transaction Documents from each Purchaser Purchase Agreement and the Company and all other closing documents and deliveries required under Article IV of the Purchase Registration Rights Agreement, it shall telephonically advise the Company and VisionCompany, or their the Company’s designated attorney or agent, of the amount of funds it has received into its master escrow account. 1.3. Wire transfers to the Escrow Agent shall be made as follows: Bank[ ] [ ] [ ] ACCOUNT NO: [ ] ABA No.ROUTING NO: Account Name[ ] BANK: Account No.[ ] [ ] [ ] REMARK: Reference:XXXX/VISION 1.4. The Company and VisionCompany, promptly after following being advised by the Escrow Agent that it the Escrow Agent has received the subscription amounts Subscription Amounts for the Closing, Closing along with facsimile copies of counterpart signature pages of the Transaction Documents Purchase Agreement, Registration Rights Agreement and this Agreement from each Purchaser and the Company and all other closing documents and deliveries required under Article IV of the Purchase AgreementPurchaser, shall deliver to the Escrow Agent the certificates representing the shares of Preferred Stock, the Series A Warrants, the Series B Warrants and the Series C Warrants to be issued to each Purchaser at the Closing together with: (a) the Company’s executed counterpart of the Purchase Agreement; (b) the Company’s executed counterpart of the Registration Rights Agreement; (c) the executed opinion of Company Counsel, in the form of Exhibit D to the Purchase Agreement; (d) the Lock-Up Agreements (as required pursuant to Section 2.2(a)(iv) of the Purchase Agreement); (e) the Company’s original executed counterpart of this Escrow Agreement; (f) the evidence of the filing of the Certificate of Designation with the Secretary of State of Delaware; and (g) the officer’s certificates required pursuant to Section 2.2(a)(x) of the Purchase Agreement. 1.5. In the event that the foregoing items are not in the Escrow Agent’s possession within five (5) Trading Days of the Escrow Agent receiving the Subscription Amounts, then each Purchaser shall have the right to demand the return of their Subscription Amounts. 1.6. Once the Escrow Agent receives a Release Notice, in the form attached hereto as Exhibit A X, (the “Release Notice”). 1.5. Once the Escrow Agent receives the Release Notice ) executed by the Company and Visioneach Purchaser, the Escrow Agent it shall wire (a) the subscription proceeds per aggregate Subscription Amounts for the written instructions shares of Preferred Stock and the Warrants in accordance with the Closing Statement to the Purchase Agreement less (b) $500,000 to Sovereign Bancorp Ltd. for the IR Escrow Account as required pursuant to Section 4.18(a) of the Company and Vision, net of fees, expenses and any other disbursements as set forth in the Release NoticePurchase Agreement. 1.61.7. Wire transfers to the Company shall be made pursuant to written instructions from the Company provided to the Escrow AgentAgent on the Closing Date. 1.71.8. Upon Once the written request from a Purchaser to funds (as set forth above) have been sent per the Escrow AgentCompany’s instructions, the Escrow Agent shall promptly return then arrange to have the subscription proceeds to each Purchaser pursuant to written wire instructions to be Purchase Agreement, the Warrants, the shares of Preferred Stock, the Registration Rights Agreement, the Escrow Agreement, the Lock-Up Agreements and the opinion of counsel delivered by such Purchaser to the Escrow Agentappropriate 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 Preferred Shares Units as contemplated by the Purchase Subscription Agreement. 1.2. Upon the Escrow Agent’s receipt of the aggregate subscription amounts into its master escrow account, together with copies of counterpart signature pages of the Transaction Documents Subscription Agreement from each Purchaser and the Company Pubco and all other closing documents and deliveries required under Article IV of the Purchase Subscription Agreement, it shall advise the Company and Visionthe Placement Agent, or their designated attorney or agent, of the amount of funds it has received into its master escrow account. 1.3. Wire transfers to the Escrow Agent shall be made as follows: Bank: Citibank, N.A. 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 ABA No.: 000000000 Account Name: Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP XXXX Account Account No.: 00000000 Reference:: Organic Acquisition Corp. / Xxxxxxxxxxx X. Xxxxxxx 1.4. The Company and Visionthe Placement Agent, promptly after being advised by the Escrow Agent that it has received the subscription amounts for the Closing, copies of counterpart signature pages of the Transaction Documents Subscription Agreement from each Purchaser and the Company Pubco and all other closing documents and deliveries required under Article IV of the Purchase Subscription Agreement, shall deliver to the Escrow Agent a Release Notice, in the form attached hereto as Exhibit A (the “Release Notice”). 1.5. Once the Escrow Agent receives the Release Notice executed by the Company and Visionthe Placement Agent, the Escrow Agent shall wire the subscription proceeds per the written instructions of the Company and Visionthe Placement Agent, net of fees, expenses and any other disbursements as set forth in the Release Notice. 1.6. Wire transfers to the Company shall be made pursuant to written instructions from the Company provided to the Escrow Agent. 1.7. Upon In the event that the Closing does not occur within five (5) business days of the date of this Agreement, upon the written request from a Purchaser to the Escrow Agent, the Escrow Agent shall promptly return the subscription proceeds to each Purchaser pursuant to written wire instructions to be delivered by such Purchaser to the Escrow 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 Preferred Shares Notes as contemplated by the Purchase Agreement. 1.2. Upon the Escrow Agent’s receipt of the aggregate subscription amounts into its master escrow account, together with copies of counterpart signature pages of the Transaction Documents from each Purchaser and the Company and all other closing documents and deliveries required under Article IV of the Purchase Agreement, it shall advise the Company and Vision, or their designated attorney or agent, of the amount of funds it has received into its master escrow account. 1.3. Wire transfers to the Escrow Agent shall be made as follows: Bank: Citibank, N.A. 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 ABA No.: 000000000 Account Name: Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP XXXX Account Account No.: 00000000 Reference:: Merchandise Creations, Inc. / Xxxxxxxxxxx X. Xxxxxxx 1.4. The Company and Vision, promptly after being advised by the Escrow Agent that it has received the subscription amounts for the Closing, copies of counterpart signature pages of the Transaction Documents from each Purchaser and the Company and all other closing documents and deliveries required under Article IV of the Purchase Agreement, shall deliver to the Escrow Agent a Release Notice, in the form attached hereto as Exhibit A (the “Release Notice”). 1.5. Once the Escrow Agent receives the Release Notice executed by the Company and Vision, the Escrow Agent shall wire the subscription proceeds per the written instructions of the Company and Vision, net of fees, expenses and any other disbursements as set forth in the Release Notice. 1.6. Wire transfers to the Company shall be made pursuant to written instructions from the Company provided to the Escrow Agent. 1.7. Upon the written request from a Purchaser to the Escrow Agent, the Escrow Agent shall promptly return the subscription proceeds to each Purchaser pursuant to written wire instructions to be delivered by such Purchaser to the Escrow Agent.