Common use of CONTINGENT OFFERING Clause in Contracts

CONTINGENT OFFERING. If the Offering is a contingent offering as this term is referenced under Rule 15c2-4 of the Exchange Act (“Rule”), the distribution is being made with the express understanding that Escrow Funds are not to be released to Issuer until some further event or contingency occurs, as described in this Exhibit A, in accordance with the Rule. Investor funds will be promptly deposited in a separate bank escrow account, with NCPS serving as agent for the persons who have the beneficial interests therein, until the appropriate event or contingency has occurred. Upon certification that all contingencies have been met, the Escrow Funds will be promptly distributed to Issuer. If the contingencies fail to be satisfied as required by the Offering, the Escrow Funds will be returned to the persons or entities entitled thereto. The following contingencies apply to the Offering (please check all that apply): o None. o Issuer KYC, AML, and Bad Actor Check screening are complete for Issuer and all Control Persons of Issuer. o Certain listed events will have occurred prior to closing (please specify): Subscriptions for at least the Minimum Offering of $ (amount) to be received by (date), as such amount and date may be amended as provided in the Offering Document. o Other contingencies (please describe): EXHIBIT B MANAGER DUE DILIGENCE ATTESTATION Manager represents, warrants and covenants to NCPS: