The net proceeds of the sale of the Debenture hereunder shall be used by the Company for software development as outlined in Schedule 4.7. The Company hereby agrees that such net proceeds shall be held in Escrow by Matheau J. W. Stout, Esq. (the “Escrow Agent”) under the terms of the Escrow Agreement dated December 9, 2015, and that the Escrow Agent shall require written confirmation from the Investor prior to the distribution of funds to the Company in accordance with the Use of Proceeds.