Common use of Disposition and Termination Clause in Contracts

Disposition and Termination. The Escrow Agent shall deliver the Fund as follows: (a) Upon Escrow Agent’s receipt of a joint written direction from the undersigned or their assigns to each of the Parties hereto at the addresses set forth below, Escrow Agent shall disburse the Fund as directed by the undersigned in such notice. Any notice hereunder shall be delivered by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as described in Section 10 hereof. (b) Subject to Section 4(d) below, upon Escrow Agent’s receipt from Company of a copy of written notice of Purchaser’s default under the Merger Agreement or the Deposit Note, Escrow Agent shall deliver the Fund to Company after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in Section 4(a) above. (c) Subject to Section 4(d) below, upon Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under the Merger Agreement, Escrow Agent shall deliver the Fund to Purchaser after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. (d) Notwithstanding the foregoing, Escrow Agent shall give five (5) business days’ written notice to the Parties prior to any disbursement of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the Deposit, such party shall provide written notice by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter the Escrow Agent shall only disburse the objected funds upon receipt of joint written instruction from the Parties or a final and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealable. Upon delivery of the Fund by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8. The Party who receives the Fund is referred to herein as the “Recipient”.

Disposition and Termination. The Depositor and the Issuer agree to notify the Escrow Agent in writing of the closing date of the offering (the "Offering Closing Date") and whether or not the Issuer received subscriptions for the Minimum Subscription Amount. Upon receipt of such written notification the following procedure will take place. (i) If the Issuer has received subscriptions for the Minimum Subscription Amount by the Offering Closing Date, the Escrow Fund will be promptly paid to or credited to the account of, or otherwise transferred to the Issuer pursuant to instructions from the Issuer. (ii) If the Issuer has not received subscriptions for the Minimum Subscription Amount, the Escrow Agent shall be provided with a list containing the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber the "Subscriber Investment Amount") and the name, address and Taxpayer Identification Number ("TIN") of each subscriber. In addition, the Issuer or Depositor shall calculate the interest earned on each Subscriber Investment Amount as of the Offering Closing Date and provide such information to the Escrow Agent. The aggregate of all Subscriber Investment Amounts and interest thereon shall be equal to the amount of the Escrow Fund on the Offering Closing Date. The Escrow Agent shall deliver distribute to each subscriber the Fund as follows: (a) Upon Escrow Agent’s appropriate Subscriber Investment Amount and interest thereon pursuant to joint written instructions of the Issuer and Depositor within 45 days of receipt of a joint written direction from the undersigned or their assigns to each of the Parties hereto at the addresses set forth below, Escrow Agent shall disburse the Fund as directed by the undersigned in such notice. Any notice hereunder shall be delivered by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as information described in this Section 10 hereof. (b) Subject to Section 4(d) below, upon Escrow Agent’s receipt from Company of a copy of written notice of Purchaser’s default under the Merger Agreement or the Deposit Note, Escrow Agent shall deliver the Fund to Company after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in Section 4(a) above. (c) Subject to Section 4(d) below, upon Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under the Merger Agreement, Escrow Agent shall deliver the Fund to Purchaser after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. (d) Notwithstanding the foregoing, Escrow Agent shall give five (5) business days’ written notice to the Parties prior to any disbursement of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the Deposit, such party shall provide written notice by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter the Escrow Agent shall only disburse the objected funds upon receipt of joint written instruction from the Parties or a final and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealable4(ii). Upon delivery of the Escrow Fund to the Issuer or the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8. The Party who receives the Fund is referred to herein as the “Recipient”.

Disposition and Termination. The Issuer agrees to notify the Escrow Agent in writing of the date on which the Registration Statement has been declared effective by the SEC (the “Registration Date”) and the Initial Closing Date (as defined in the Registration Statement). (i) Upon receipt of written notification of the Initial Closing Date, the Escrow Agent agrees that the full balance of the Escrow Fund will be promptly paid to or credited to the account of, or otherwise transferred to the Issuer to the account listed on Schedule 1. (ii) If the Issuer determines that the Initial Closing Date will not occur on or prior to the ninetieth calendar day after the Registration Date, the Issuer shall send the Escrow Agent a notice together with a list containing the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber the “Subscriber Investment Amount”) and the name, address and Taxpayer Identification Number (“TIN”) of each subscriber. The aggregate of all Subscriber Investment Amounts shall be equal to the amount of the Escrow Fund on the Offering Closing Date. The Escrow Agent shall deliver promptly distribute to each subscriber the Fund as follows: (a) Upon Escrow Agent’s appropriate Subscriber Investment Amount and interest thereon pursuant to written instructions of the Issuer, and, in any event, such funds shall be returned within 45 days of receipt of a joint written direction from the undersigned or their assigns to each of the Parties hereto at the addresses set forth below, Escrow Agent shall disburse the Fund as directed by the undersigned in such notice. Any notice hereunder shall be delivered by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as information described in this Section 10 hereof. (b) Subject to Section 4(d) below, upon Escrow Agent’s receipt from Company of a copy of written notice of Purchaser’s default under the Merger Agreement or the Deposit Note, Escrow Agent shall deliver the Fund to Company after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in Section 4(a) above. (c) Subject to Section 4(d) below, upon Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under the Merger Agreement, Escrow Agent shall deliver the Fund to Purchaser after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. (d) Notwithstanding the foregoing, Escrow Agent shall give five (5) business days’ written notice to the Parties prior to any disbursement of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the Deposit, such party shall provide written notice by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter the Escrow Agent shall only disburse the objected funds upon receipt of joint written instruction from the Parties or a final and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealable4(ii). Upon delivery of the Escrow Fund to the Issuer or the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8. The Party who receives the Fund is referred to herein as the “Recipient”.

Disposition and Termination. The Depositor and the Issuer agree to jointly notify the Escrow Agent in writing of the closing date of the offering (the “Offering Closing Date”) and whether or not the Issuer received subscriptions that will result in the Issuer receiving gross proceeds of at least $8,000,000 (the “Minimum Subscription Amount”). Upon receipt of such written notification the following procedure will take place. (i) If the Escrow Agent receives into the Escrow Fund subscriptions for the Minimum Subscription Amount on or before June 30, 2018, subject to extension by the mutual written agreement of the Company and Depositor to a date no later than December 31, 2018 (“Outside Date”) , the Escrow Fund will be promptly paid to or credited to the accounts of, or otherwise transferred to, the Issuer and the Depositor pursuant to the joint-instructions from the Issuer and the Depositor. (ii) If the Issuer does not receive into the Escrow Fund subscriptions for the Minimum Subscription Amount by the Outside Date, or if any subscription is not accepted by the Issuer or the offering is abandoned or terminated, the Escrow Agent shall be provided by Depositor with suitable notice and a list containing the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber the “Subscriber Investment Amount”) and the name, address and Taxpayer Identification Number (“TIN”) of each subscriber. The aggregate of all Subscriber Investment Amounts shall not exceed the amount of the Escrow Fund on the Offering Closing Date. The Escrow Agent shall deliver distribute to each subscriber the Fund as follows: (a) Upon Escrow Agent’s appropriate Subscriber Investment Amount without interest or deduction within 10 days of receipt of a joint written direction from the undersigned or their assigns to each of the Parties hereto at the addresses set forth below, Escrow Agent shall disburse the Fund as directed by the undersigned in such notice. Any notice hereunder shall be delivered by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as information described in this Section 10 hereof. (b) Subject to Section 4(d) below, upon Escrow Agent’s receipt from Company of a copy of written notice of Purchaser’s default under the Merger Agreement or the Deposit Note, Escrow Agent shall deliver the Fund to Company after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in Section 4(a) above. (c) Subject to Section 4(d) below, upon Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under the Merger Agreement, Escrow Agent shall deliver the Fund to Purchaser after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. (d) Notwithstanding the foregoing, Escrow Agent shall give five (5) business days’ written notice to the Parties prior to any disbursement of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the Deposit, such party shall provide written notice by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter the Escrow Agent shall only disburse the objected funds upon receipt of joint written instruction from the Parties or a final and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealable4(ii). Upon delivery of the Escrow Fund to the Issuer or the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8. The Party who receives the Fund is referred to herein as the “Recipient”.

Disposition and Termination. The Issuer agrees to notify the Escrow Agent in writing of the date on which the Registration Statement has been declared effective by the SEC (the “Registration Date”) and the Initial Closing Date (as defined in the Registration Statement). (i) Upon receipt of written notification of the Initial Closing Date, the Escrow Agent agrees that the full balance of the Escrow Fund will be promptly paid to or credited to the account of, or otherwise transferred to the Issuer to the account listed on Schedule 1. (ii) If the Issuer determines that the Initial Closing Date will not occur on or prior to the ninetieth calendar day after the Registration Date, the Issuer shall send the Escrow Agent a notice together with a list containing the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber the “Subscriber Investment Amount”) and the name, address and Taxpayer Identification Number (“TIN”) of each subscriber. The aggregate of all Subscriber Investment Amounts shall be equal to the amount of the Escrow Fund on the Offering Closing Date. The Escrow Agent shall deliver distribute to each subscriber the Fund as follows: (a) Upon Escrow Agent’s appropriate Subscriber Investment Amount and interest thereon pursuant to written instructions of the Issuer within 45 days of receipt of a joint written direction from the undersigned or their assigns to each of the Parties hereto at the addresses set forth below, Escrow Agent shall disburse the Fund as directed by the undersigned in such notice. Any notice hereunder shall be delivered by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as information described in this Section 10 hereof. (b) Subject to Section 4(d) below, upon Escrow Agent’s receipt from Company of a copy of written notice of Purchaser’s default under the Merger Agreement or the Deposit Note, Escrow Agent shall deliver the Fund to Company after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in Section 4(a) above. (c) Subject to Section 4(d) below, upon Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under the Merger Agreement, Escrow Agent shall deliver the Fund to Purchaser after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. (d) Notwithstanding the foregoing, Escrow Agent shall give five (5) business days’ written notice to the Parties prior to any disbursement of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the Deposit, such party shall provide written notice by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter the Escrow Agent shall only disburse the objected funds upon receipt of joint written instruction from the Parties or a final and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealable4(ii). Upon delivery of the Escrow Fund to the Issuer or the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8. The Party who receives the Fund is referred to herein as the “Recipient”.

Disposition and Termination. The Depositor and the Issuer agree to notify the Escrow Agent in writing of the closing date of the offering (the "Offering Closing Date") and whether or not the Issuer received subscriptions for the Minimum Subscription Amount. Upon receipt of such written notification the following procedure will take place. (i) If the issuer has received subscriptions for the Minimum Subscription Amount by the offering Closing Date, the Escrow Fund will be promptly paid to or credited to the account of, or otherwise transferred to the Issuer pursuant to instructions from the Issuer. (ii) If the Issuer has not received subscriptions for the Minimum Subscription Amount, the Escrow Agent shall be provided with a list containing the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber the "Subscriber Investment Amount") and the name, address and Taxpayer Identification Number ("TIN") of each subscriber. In addition, the Issuer or Depositor shall calculate the interest earned on each Subscriber Investment Amount as of the Offering Closing Date and provide such information to the Escrow Agent. The aggregate of all Subscriber Investment Amounts and interest thereon shall be equal to the amount of the Escrow Fund on the Offering Closing Date. The Escrow Agent shall deliver distribute to each subscriber the Fund as follows: (a) Upon Escrow Agent’s appropriate Subscriber investment Amount and interest thereon pursuant to joint written instructions of the Issuer and Depositor within 45 days of receipt of a joint written direction from the undersigned or their assigns to each of the Parties hereto at the addresses set forth below, Escrow Agent shall disburse the Fund as directed by the undersigned in such notice. Any notice hereunder shall be delivered by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as information described in this Section 10 hereof. (b) Subject to Section 4(d) below, upon Escrow Agent’s receipt from Company of a copy of written notice of Purchaser’s default under the Merger Agreement or the Deposit Note, Escrow Agent shall deliver the Fund to Company after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in Section 4(a) above. (c) Subject to Section 4(d) below, upon Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under the Merger Agreement, Escrow Agent shall deliver the Fund to Purchaser after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. (d) Notwithstanding the foregoing, Escrow Agent shall give five (5) business days’ written notice to the Parties prior to any disbursement of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the Deposit, such party shall provide written notice by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter the Escrow Agent shall only disburse the objected funds upon receipt of joint written instruction from the Parties or a final and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealable4(ii). Upon delivery of the Escrow Fund to the issuer or the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8. The Party who receives the Fund is referred to herein as the “Recipient”.

Disposition and Termination. The Depositor and the Issuer agree to notify the Escrow Agent in writing of the closing date of the offering (the "Offering Closing Date") and whether or not the Issuer received subscriptions for the Minimum Subscription Amount. Upon receipt of such written notification the following procedure will take place. (i) If the Issuer has received subscriptions for the Minimum Subscription Amount by the offering Closing Date, the Escrow Fund will be promptly paid to or credited to the account of, or otherwise transferred to the Issuer pursuant to instructions from the Issuer. (ii) If the Issuer has not received subscriptions for the Minimum Subscription Amount, the Escrow Agent shall be provided with a list containing the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber the "Subscriber Investment Amount") and the name, address and Taxpayer Identification Number ("TIN") of each subscriber. In addition, the Issuer or Depositor shall calculate the interest earned on each Subscriber Investment Amount as of the Offering Closing Date and provide such information to the Escrow Agent. The aggregate of all Subscriber Investment Amounts and interest thereon shall be equal to the amount of the Escrow Fund on the Offering Closing Date. The Escrow Agent shall deliver distribute to each subscriber the Fund as follows: (a) Upon Escrow Agent’s appropriate Subscriber Investment Amount and interest thereon pursuant to joint written instructions of the Issuer and Depositor within 45 days of receipt of a joint written direction from the undersigned or their assigns to each of the Parties hereto at the addresses set forth below, Escrow Agent shall disburse the Fund as directed by the undersigned in such notice. Any notice hereunder shall be delivered by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as information described in this Section 10 hereof. (b) Subject to Section 4(d) below, upon Escrow Agent’s receipt from Company of a copy of written notice of Purchaser’s default under the Merger Agreement or the Deposit Note, Escrow Agent shall deliver the Fund to Company after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in Section 4(a) above. (c) Subject to Section 4(d) below, upon Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under the Merger Agreement, Escrow Agent shall deliver the Fund to Purchaser after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. (d) Notwithstanding the foregoing, Escrow Agent shall give five (5) business days’ written notice to the Parties prior to any disbursement of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the Deposit, such party shall provide written notice by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter the Escrow Agent shall only disburse the objected funds upon receipt of joint written instruction from the Parties or a final and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealable4(ii). Upon delivery of the Escrow Fund to the issuer or the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8. The Party who receives the Fund is referred to herein as the “Recipient”.

Disposition and Termination. The Issuer and PV agree to notify the Escrow Agent in writing of the closing date of the Offering (the “Offering Closing Date”) and the distribution amounts and recipients from the Escrow Deposit. Upon receipt of such written notification the following procedure will take place. (i) If the Escrow Agent receives into the Escrow Fund subscriptions on or before the Closing Before Date (defined in Schedule 1 hereto), subject to extension by the written notice of the Issuer and PV to a date no later than the Outside Date (defined in Schedule 1 hereto), the Escrow Fund will be promptly (and, in any event, within one Business Day) paid to or credited to the accounts of, or otherwise transferred to, the Issuer and its designees pursuant to the instructions from the Issuer and PV. (ii) If the Issuer does not receive into the Escrow Fund subscriptions by the Outside Date, or if any subscription is not accepted by the Issuer, or if a subscription is not confirmed upon the extension of the offering, or rejected by PV, or the Offering is abandoned or terminated by the Issuer, the Escrow Agent shall be provided by Issuer and PV with reasonable notice and a list containing the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber, the “Subscriber Investment Amount”) and the name, address and Taxpayer Identification Number (“TIN”) of each subscriber. The aggregate of all Subscriber Investment Amounts shall not exceed the amount of the Escrow Fund on the Offering Closing Date. The Escrow Agent shall deliver distribute to each subscriber the Fund as follows: (a) Upon Escrow Agent’s appropriate Subscriber Investment Amount without interest, deduction or offset within 10 days of receipt of a joint written direction from the undersigned or their assigns to each of the Parties hereto at the addresses set forth below, Escrow Agent shall disburse the Fund as directed by the undersigned in such notice. Any notice hereunder shall be delivered by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as information described in this Section 10 hereof. (b) Subject to Section 4(d) below, upon Escrow Agent’s receipt from Company of a copy of written notice of Purchaser’s default under the Merger Agreement or the Deposit Note, Escrow Agent shall deliver the Fund to Company after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in Section 4(a) above. (c) Subject to Section 4(d) below, upon Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under the Merger Agreement, Escrow Agent shall deliver the Fund to Purchaser after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. (d) Notwithstanding the foregoing, Escrow Agent shall give five (5) business days’ written notice to the Parties prior to any disbursement of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the Deposit, such party shall provide written notice by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter the Escrow Agent shall only disburse the objected funds upon receipt of joint written instruction from the Parties or a final and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealable4(ii). Upon delivery in full of the Escrow Fund to the Issuer, PV or the subscribers, as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8. The Party who receives the Fund is referred to herein as the “Recipient”.

Disposition and Termination. The Sponsor agrees to notify the Escrow Agent in writing of the closing date of the offering with respect to any Series (the "Series Offering Closing Date") and whether or not the Issuer received subscriptions in respect of any Series for fifteen million dollars ($15,000,000) (the "Series Minimum Subscription Amount"). Upon receipt of such written notification the following procedure will take place. (i) If, with respect to any Series, the Issuer has received subscriptions for the Series Minimum Subscription Amount by the Series Offering Closing Date, the Escrow Fund corresponding to such Series will be promptly paid to or credited to the account of, or otherwise transferred to the Issuer pursuant to written instructions from the Sponsor on behalf of the Issuer. (ii) If, with respect to any Series, the Issuer has not received subscriptions for the Series Minimum Subscription Amount, the Escrow Agent shall be provided with a list containing the amount received from each subscriber to Units of such Series whose funds have been deposited with the Escrow Agent (with respect to each such subscriber the "Subscriber Investment Amount") and the name, address and Taxpayer Identification Number ("TIN") of each such subscriber. The Escrow Agent must receive an originally executed W-9 or W-8 I.R.S. form for each Subscriber who desposits funds into the Subscription Escrow Account. In addition, the Issuer shall calculate the interest earned on each such Subscriber Investment Amount as of the applicable Series Offering Closing Date and provide such information to the Escrow Agent. The aggregate of all Subscriber Investment Amounts with respect to any Series and interest thereon shall be equal to the amount of the Escrow Fund corresponding to such Series on the applicable Series Offering Closing Date. The Escrow Agent shall deliver distribute to each such subscriber the Fund appropriate Subscriber Investment Amount and interest thereon pursuant to joint written instructions of the Sponsor, on behalf of the Issuer, as follows: (a) Upon Escrow Agent’s promptly as practicable but in no event more than 30 days after receipt of a joint written direction from the undersigned or their assigns to each of the Parties hereto at the addresses set forth below, Escrow Agent shall disburse the Fund as directed by the undersigned in such notice. Any notice hereunder shall be delivered by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as information described in this Section 10 hereof4(ii). (biii) Subject to Section 4(d) belowThe Sponsor, upon Escrow Agent’s receipt from Company of a copy of written notice of Purchaser’s default under the Merger Agreement or the Deposit Note, Escrow Agent shall deliver the Fund to Company after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in Section 4(a) above. (c) Subject to Section 4(d) below, upon Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under the Merger Agreement, Escrow Agent shall deliver the Fund to Purchaser after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. (d) Notwithstanding the foregoing, Escrow Agent shall give five (5) business days’ written notice to the Parties prior to any disbursement on behalf of the FundIssuer, may reject any subscription for any reason or for no reason. Notification hereunder shall be in the same manner set forth in paragraph 4(a) aboveSubscribers may, under certain circumstances, rescind their subscriptions. If the non-receiving party objects to Sponsor rejects any disbursement subscription for which the Escrow Agent has already collected funds, or in the event that a subscriber rescinds its subscription in conformity with the requirements of the DepositNorth American Securities Administrators Association Inc. Guidelines for Registration of Commodity Pool Programs, such party shall provide written notice which rescission has been approved by 5pm (CST) on such 5th business day of its objection to the other party Sponsor and the Sponsor has notified the Escrow AgentAgent thereof, and thereafter the Escrow Agent shall only disburse promptly issue a refund check or wire transfer (if the objected funds upon receipt Sponsor provides the Escrow Agent with directions and wire instructions) to the subscriber, excluding any interest thereon, in the amount of joint written instruction from the Parties or a final and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealableoriginal subscription amount. Upon delivery of each Escrow Fund to the Fund Issuer or the applicable subscribers, as the case may be, by the Escrow Agent, this Escrow Agreement shall terminateterminate with respect to such Escrow Fund and such Series, subject to the provisions of Section 8. The Party who receives the Fund is referred to herein as the “Recipient”.

Disposition and Termination. (a) The Escrow Agent shall deliver administer the Fund Escrow Shares in accordance with written instructions provided by Sphere to the Escrow Agent from time to time (an “Instruction”) directing the Escrow Agent to pay or release the Escrow Shares, or any portion thereof, as follows: (a) Upon Escrow Agent’s receipt of a joint written direction from the undersigned or their assigns set forth in such Instruction. Each Instruction shall indicate, as to each Overland RSU subject to such Instruction, either that (i) the Escrow Shares that relate to such Overland RSU are to be delivered to the holder of such RSU (subject to applicable tax withholding as provided in Section 3(c)) or (ii) the Parties hereto at the addresses set forth below, Escrow Shares that relate to such Overland RSU will not vest and are to be delivered back to Sphere. The Escrow Agent shall disburse make distributions of the Fund as directed by the undersigned Escrow Shares only in such notice. Any notice hereunder shall be delivered by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service accordance with positive delivery acknowledgement all as described in Section 10 hereofan Instruction. (b) Subject to Section 4(d) below, upon Escrow Agent’s receipt from Company Upon the delivery of a copy of written notice of Purchaser’s default under the Merger Agreement or the Deposit Note, Escrow Agent shall deliver the Fund to Company after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in Section 4(a) above. (c) Subject to Section 4(d) below, upon Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under the Merger Agreement, Escrow Agent shall deliver the Fund to Purchaser after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. (d) Notwithstanding the foregoing, Escrow Agent shall give five (5) business days’ written notice to the Parties prior to any disbursement all of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the Deposit, such party shall provide written notice Escrow Shares by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter the Escrow Agent shall only disburse in accordance with the objected funds upon receipt terms of joint written instruction from the Parties or a final and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealable. Upon delivery of the Fund by the Escrow Agentthis Agreement (including this Section 3), this Escrow Agreement shall terminate, subject to the provisions of Section 87. (c) Sphere shall make provision in accordance with the applicable Overland RSU Agreement for the reporting and withholding of any applicable taxes that may be required to be withheld by Sphere with respect to each payment of Escrow Shares hereunder and shall pay any amounts so withheld to the appropriate taxing authorities. The Party who receives In the Fund is referred event Sphere determines that tax withholding as to herein as a particular Overland RSU will be satisfied by a reduction in the “Recipient”number of Escrow Shares that would otherwise be deliverable to the holder of the Overland RSU in the circumstances, the Escrow Agent shall deliver to Sphere the number of Escrow Shares determined by Sphere to be required to satisfy such tax withholding obligations and shall deliver the balance of such Escrow Shares to the holder of such Overland RSU.

Disposition and Termination. (a) The Parties agree to notify Escrow Agent in writing (i) of the closing of the offering, substantially in the form of Schedule B, attached hereto or (ii) to return the funds of the Subscribers to the Subscribers as herein provided, substantially in the form of Schedule C, attached hereto. Upon the satisfaction or waiver of the conditions to the consummation of the sale of the Shares set forth in the Purchase Agreement (the “Conditions”), the Parties shall promptly (but in any event on the date of the closing prior to wire transfer deadlines) send a written notice signed by at least one Authorized Representative on behalf of each of Issuer and Xxxxxxxx (the names of which Authorized Representatives are set forth on Schedule 1 attached hereto) and the Fund will be promptly paid to or credited to the account of, or otherwise transferred to Issuer and the other individuals and/or entities specified on Schedule B attached hereto in the amounts described on said Schedule B pursuant to, in the case of Issuer and Xxxxxxxx, the funds transfer instructions for Issuer and Xxxxxxxx as set forth in section 3(b) below and, as to the other individuals and entities described on said Schedule B, pursuant to written funds transfer instructions for such individuals and/or entities as listed on said Schedule B. If, on or before May 2, 2012, the Conditions have not been satisfied or waived, then the Parties shall provide written notice thereof to the Escrow Agent and, within forty-five (45) days of receipt of such written notice, Escrow Agent shall deliver the Fund as follows: (ax) Upon Escrow Agent’s receipt of a joint written direction from the undersigned or their assigns return to each of the Parties hereto at Subscribers the addresses set forth below, sum deposited by it into the Escrow Agent shall disburse Deposit by mailing a check to the Subscriber address as indicated on Schedule A and (y) distribute all interest earned on the Fund as directed by the undersigned in such notice. Any notice hereunder shall be delivered by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as described in Section 10 hereofto Issuer. (b) Subject Any instructions setting forth, claiming, containing, objecting to, or in any way related to Section 4(d) belowthe transfer or distribution of the Fund, upon Escrow Agent’s receipt from Company must be in writing or set forth in a Portable Document Format (“PDF”), executed by the appropriate Party or Parties as evidenced by the signatures of a copy of written notice of Purchaser’s default under the Merger person or persons signing this Agreement or the Deposit Noteone of their designated persons as set forth in Schedule 1 (each an “Authorized Representative”), and delivered to Escrow Agent shall deliver only by confirmed facsimile or attached to an email on a Business Day only at the Fund to Company after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner fax number or email address set forth in Section 4(a8 below. No instruction for or related to the transfer or distribution of the Fund shall be deemed delivered and effective unless Escrow Agent actually shall have received it on a Business Day by facsimile or as a PDF attached to an email only at the fax number or email address set forth in Section 8 and as evidenced by a confirmed transmittal to the Party’s or Parties’ transmitting fax number or email address and Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder. Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any instruction for or related to the transfer or distribution of the Fund if delivered to any other fax number or email address, including but not limited to a valid email address of any employee of Escrow Agent. The Parties each acknowledge that Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Issuer and/or Xxxxxxxx, respectively, without a verifying call-back as set forth in Section 3(b) below: Issuer (Omnitek): ABA: 000000000 Bank: Xxxxx Fargo N.A. FBO: Omnitek Engineering Corp Acct: 0376366100 Xxxxxxxx: ABA: 000000000 Bank of the West – San Francisco, CA FBO: Xxxxxxxx Capital, Inc. Acct: 756000402 Additionally, the Parties agree that repetitive funds transfer instructions may be given to Escrow Agent for one or more beneficiaries where only the date of the requested transfer, the amount of funds to be transferred, and/or the description of the payment shall change within the repetitive instructions (“Standing Settlement Instructions”). Any such Standing Settlement Instructions shall be set up in writing in advance of any actual transfer request and shall contain complete funds transfer information (as set forth above.) for the beneficiary. Any such set-up of Standing Settlement Instructions (other than those established concurrently with the execution of this Agreement), and any changes in existing set-up, shall be confirmed by means of a verifying callback to an Authorized Representative. Standing Settlement Instructions will continue to be followed until cancelled by the Parties jointly in a writing signed by an Authorized Representative and delivered to Escrow Agent in accordance with this Section. Once set up as provided herein, Escrow Agent may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for each beneficiary. Each Party agrees that any Standing Settlement Instructions shall be effective as the funds transfer instructions of such Party or the Parties, as applicable, without requiring a verifying callback, as set forth in Section 3(b) below, if such Standing Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary (c) Subject to In the event any other funds transfer instructions are set forth in a permitted instruction from a Party or the Parties in accordance with Section 4(d) below, upon Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under the Merger Agreement3(a), Escrow Agent shall deliver is authorized to seek confirmation of such funds transfer instructions by a single telephone call-back to one of the Fund Authorized Representatives, and Escrow Agent may rely upon the confirmation of anyone purporting to Purchaser after five (5) business days’ prior written notice be that Authorized Representative. The persons and telephone numbers designated for call-backs may be changed only in a writing executed by Authorized Representatives of the applicable Party and actually received by Escrow Agent via facsimile or as a PDF attached to the Partiesan email. Notification hereunder shall be in the same manner Except as set forth in paragraph 4(aSection 3(a) above, no funds will be disbursed until an Authorized Representative is able to confirm such instructions by telephone callback. Escrow Agent and the beneficiary's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Parties and confirmed by an Authorized Representative. (d) Notwithstanding The Parties acknowledge that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the foregoingInternet and the Parties hereby expressly assume such risks. (e) As used in this Section 3, “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which Escrow Agent shall give five (5) business days’ written located at the notice address set forth below is authorized or required by law or executive order to remain closed. The Parties acknowledge that the Parties prior to any disbursement of the Fund. Notification hereunder shall be in the same manner security procedures set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the Deposit, such party shall provide written notice by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter the Escrow Agent shall only disburse the objected funds upon receipt of joint written instruction from the Parties or a final and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealablethis Section 3 are commercially reasonable. Upon delivery of the Fund by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8. The Party who receives the Fund is referred to herein as the “Recipient”6.

Disposition and Termination. The Depositor and the Issuer agree to notify the Escrow Agent in writing of the closing date of the offering, which shall not be later than the second anniversary of the effectiveness of the Registration Statement (the "Offering Closing Date") and whether or not the Issuer received subscriptions for the Minimum Subscription Amount. Upon receipt of such written notification the following procedure will take place. (i) If the Issuer has received subscriptions for the Minimum Subscription Amount by the Offering Closing Date, the Escrow Fund will be promptly paid to or credited to the account of, or otherwise transferred to the Issuer pursuant to instructions from the Issuer. (ii) If the Issuer has not received subscriptions for the Minimum Subscription Amount, the Escrow Agent shall be provided with a list containing the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber the "Subscriber Investment Amount") and the name, address and Taxpayer Identification Number ("TIN") of each subscriber. In addition, the Issuer or Depositor shall calculate the interest earned on each Subscriber Investment Amount as of the Offering Closing Date and provide such information to the Escrow Agent. The aggregate of all Subscriber Investment Amounts and interest thereon shall be equal to the amount of the Escrow Fund on the Offering Closing Date. The Escrow Agent shall deliver distribute to each subscriber the Fund as follows: (a) Upon Escrow Agent’s appropriate Subscriber Investment Amount and interest thereon pursuant to joint written instructions of the Issuer and Depositor within 45 days of receipt of a joint written direction from the undersigned or their assigns to each of the Parties hereto at the addresses set forth below, Escrow Agent shall disburse the Fund as directed by the undersigned in such notice. Any notice hereunder shall be delivered by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as information described in this Section 10 hereof. (b) Subject to Section 4(d) below, upon Escrow Agent’s receipt from Company of a copy of written notice of Purchaser’s default under the Merger Agreement or the Deposit Note, Escrow Agent shall deliver the Fund to Company after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in Section 4(a) above. (c) Subject to Section 4(d) below, upon Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under the Merger Agreement, Escrow Agent shall deliver the Fund to Purchaser after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. (d) Notwithstanding the foregoing, Escrow Agent shall give five (5) business days’ written notice to the Parties prior to any disbursement of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the Deposit, such party shall provide written notice by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter the Escrow Agent shall only disburse the objected funds upon receipt of joint written instruction from the Parties or a final and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealable4(ii). Upon delivery of the Escrow Fund to the Issuer or the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8. The Party who receives the Fund is referred to herein as the “Recipient”.

Disposition and Termination. The Depositor and the Issuer agree to notify the Escrow Agent in writing of the closing date of the offering (the “Offering Closing Date”) and whether or not the Issuer received subscriptions for the Minimum Subscription Amount. Upon receipt of such written notification the following procedure will take place. If the Issuer has received subscriptions for the Minimum Subscription Amount by the Offering Closing Date, the Fund will be promptly paid to or credited to the account of, or otherwise transferred to the Issuer pursuant to instructions from the Issuer. If the Issuer has not received subscriptions for the Minimum Subscription Amount, the Escrow Agent shall be provided with a list containing the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber the “Subscriber Investment Amount”) and the name, address and Taxpayer Identification Number (“TIN”) of each subscriber. In addition, the Issuer or Depositor shall calculate the interest earned on each Subscriber Investment Amount as of the Offering Closing Date and provide such information to the Escrow Agent. The aggregate of all Subscriber Investment Amounts and interest thereon shall be equal to the amount of the Fund on the Offering Closing Date. The Escrow Agent shall deliver distribute to each subscriber the Fund as follows: (a) Upon Escrow Agent’s appropriate Subscriber Investment Amount and interest thereon pursuant to joint written instructions of the Issuer and Depositor within 45 days of receipt of a joint written direction from the undersigned or their assigns to each of the Parties hereto at the addresses set forth below, Escrow Agent shall disburse the Fund as directed by the undersigned in such notice. Any notice hereunder shall be delivered by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as information described in this Section 10 hereof. (b) Subject to Section 4(d) below, upon Escrow Agent’s receipt from Company of a copy of written notice of Purchaser’s default under the Merger Agreement or the Deposit Note, Escrow Agent shall deliver the Fund to Company after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in Section 4(a) above. (c) Subject to Section 4(d) below, upon Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under the Merger Agreement, Escrow Agent shall deliver the Fund to Purchaser after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. (d) Notwithstanding the foregoing, Escrow Agent shall give five (5) business days’ written notice to the Parties prior to any disbursement of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the Deposit, such party shall provide written notice by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter the Escrow Agent shall only disburse the objected funds upon receipt of joint written instruction from the Parties or a final and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealable4(ii). Upon delivery of the Fund by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section Sections 7 and 8. The Party who receives the Fund is referred to herein as the “Recipient”.

Disposition and Termination. The Subscription Agent and the Issuer agree to notify the Escrow Agent of the closing date of the Offering (the "Offering Closing Date"). Upon receipt of such notification the following procedure will take place. (i) If the Issuer notifies the Escrow Agent that it has been advised by the National Association of Securities Dealers, Inc. ("NASD") that it has complied with the net capital ratio requirements of Rule 2720(e) of the NASD Conduct Rules, the Escrow Fund will be promptly paid to or credited to the account of, or otherwise transferred to the Issuer pursuant to instructions from the Issuer, subject to any fees, costs and expenses owed to the Escrow Agent pursuant to Section 5 and 6. (ii) If the Issuer notifies the Escrow Agent that it has failed to comply with the net capital requirements of Rule 2720(e) of the NASD Conduct Rules, the Escrow Agent shall be provided with a list containing the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber the "Subscriber Investment Amount") and the name and address of each subscriber. The Escrow Agent shall deliver distribute to each subscriber the Fund as follows: (a) Upon Escrow Agent’s appropriate Subscriber Investment Amount within 7 days of receipt of a joint written direction from the undersigned or their assigns to each of the Parties hereto at the addresses set forth below, Escrow Agent shall disburse the Fund as directed by the undersigned in such notice. Any notice hereunder shall be delivered by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as information described in this Section 10 hereof. 3 (b) Subject to Section 4(d) below, upon Escrow Agent’s receipt from Company of a copy of written notice of Purchaser’s default under the Merger Agreement or the Deposit Note, Escrow Agent shall deliver the Fund to Company after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in Section 4(a) above. (c) Subject to Section 4(d) below, upon Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under the Merger Agreement, Escrow Agent shall deliver the Fund to Purchaser after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. (d) Notwithstanding the foregoing, Escrow Agent shall give five (5) business days’ written notice to the Parties prior to any disbursement of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the Deposit, such party shall provide written notice by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter the Escrow Agent shall only disburse the objected funds upon receipt of joint written instruction from the Parties or a final and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealableii). Upon delivery of the Escrow Fund to the Issuer or the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8. The Party who receives the Fund is referred to herein as the “Recipient”.