The Company will use the proceeds from the sale of the Securities to fund the Company's working capital immediately after the consummation of the Company's contemplated merger (the " Merger ") with Timefire LLC (the " Target "), and to fund the post-closing escrow described in this Section 4(b) .  The Company shall not use such proceeds, at any time, to repay indebtedness, to lend money, to give credit, or to advance funds to any of its, or the Target's, officers, directors, employees, or affiliates. The Company shall maintain a post-closing escrow account with the Escrow Agent (the " Public Relations Escrow "), which shall initially include fifteen percent (15%) of the Purchase Price, and all amounts held in the Public Relations Escrow shall solely be used by the Company for public relations expenses and related activities, provided , that , up to 20% may be used for legal fees.  During the period commencing on the date hereof through the twenty-four (24) month anniversary of the Closing Date, the Company shall cause fifteen percent (15%) of the gross proceeds of any offering of securities of the Company or any cash exercise of any Common Stock Equivalents, including, without limitation, the Subsequent Capital Raise and any cash proceeds from any exercise of the Warrants, to be deposited into the Public Relations Escrow and solely be used by the Company as provided in this Section 4(b) .