Common use of Disposition and Termination Clause in Contracts

Disposition and Termination. (a) The Parties agree to notify Escrow Agent in writing of the closing date of the Offering (the “Offering Closing Date”) at least one Business Day (as hereafter defined) in advance thereof and thereafter, the Escrow Agent shall notify the Parties whether or not Depositor received subscriptions for the Minimum Offering Amount ($4,000,000.00) by the Offering Closing Date. In no event shall the Offering Closing Date be later than August 30, 2012 (the “Termination Date”). If the Minimum Offering Amount has not been reached on or prior to the Termination Date, the Funds shall be promptly returned to the subscribers in accordance with the terms of Section 3(a)(ii) hereof. Any subscriber that deposits a check into the Escrow Account that has not cleared prior to the Offering Closing Date will not be eligible to participate in the Offering, and such funds will promptly be returned to the subscribers when such funds have cleared and only after the Escrow Agent has received an electronic spreadsheet with the same information indicated in Section 3(a)(ii). Such spreadsheet, which shall be in a form reasonably acceptable to the Escrow Agent, shall be delivered with a joint written instruction letter from the Parties stating that the subscriber payments listed on the attached spreadsheet are to be returned to the subscribers within five (5) Business Days. In addition, at any time prior to the Parties’ notifying Escrow Agent to the contrary, any subscriber may cause Escrow Agent to return the Funds such subscriber deposited with Escrow Agent by providing written notice of such request to either of the Parties, who shall instruct Escrow Agent to return the Funds. Upon receipt of written notification of the Offering Closing Date, one of the following procedures will take place:

Disposition and Termination. (a) The Parties Depositor and the Issuer agree to notify the Escrow Agent in writing of the closing date of the Offering offering (the “Offering Closing Date”) at least one Business Day (as hereafter defined) in advance thereof and thereafterwhether 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 notify be provided with a list containing the Parties whether 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 not Depositor received subscriptions for shall calculate the Minimum interest earned on each Subscriber Investment Amount as of the Offering Amount ($4,000,000.00) by 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. In no event The Escrow Agent shall distribute to each subscriber the Offering Closing Date be later than August 30, 2012 (appropriate Subscriber Investment Amount and interest thereon pursuant to joint written instructions of the “Termination Date”Issuer and Depositor within 45 days of receipt of the information described in this Section 4(ii). If Upon delivery of the Minimum Offering Amount has not been reached on or prior to the Termination Date, the Funds shall be promptly returned to the subscribers in accordance with the terms of Section 3(a)(ii) hereof. Any subscriber that deposits a check into the Escrow Account that has not cleared prior to the Offering Closing Date will not be eligible to participate in the Offering, and such funds will promptly be returned to the subscribers when such funds have cleared and only after the Escrow Agent has received an electronic spreadsheet with the same information indicated in Section 3(a)(ii). Such spreadsheet, which shall be in a form reasonably acceptable to Fund by the Escrow Agent, this Escrow Agreement shall be delivered with a joint written instruction letter from the Parties stating that the subscriber payments listed on the attached spreadsheet are to be returned terminate, subject to the subscribers within five (5) Business Days. In addition, at any time prior to the Parties’ notifying Escrow Agent to the contrary, any subscriber may cause Escrow Agent to return the Funds such subscriber deposited with Escrow Agent by providing written notice provisions of such request to either of the Parties, who shall instruct Escrow Agent to return the Funds. Upon receipt of written notification of the Offering Closing Date, one of the following procedures will take place:Sections 7 and 8.

Disposition and Termination. (a) The Parties agree to notify Escrow Agent shall release amounts from the Funds only in writing accordance with (A) joint written instructions received from the Seller and the Buyer substantially in the form of Exhibit A-1 attached hereto (“Joint Release Notice”) executed by each Party as evidenced by the signatures of such Party’s respective Authorized Representative, which joint written instructions shall specify the Fund from which such release shall be made and the party and account to whom such release shall be paid or (B) a final award, judgment or court order of a court of competent jurisdiction (“Court Order”) delivered by one of the closing Parties to the Escrow Agent and accompanied by written instruction from an Authorized Representative of such Party to effect such Court Order and the Escrow Agent shall be entitled to rely upon any such instructions and shall have no responsibility to review the Court Order to which such instruction refers or to make any determination as to whether such Court Order is final. Within three (3) Business Days after the date of on which the Offering (the “Offering Closing Date”) at least one Business Day (as hereafter defined) in advance thereof and thereafterEscrow Agent receives such an executed Joint Release Notice or a Court Order, the Escrow Agent shall notify disburse the Parties whether portion of the Funds set forth in the Joint Release Notice or not Depositor received subscriptions for the Minimum Offering Amount Court Order, as applicable, to the persons or accounts designated in such Joint Release Notice or Court Order, as applicable Whenever Escrow Agent is required to make payment of the Funds pursuant to this Agreement, Escrow Agent shall promptly ($4,000,000.00and in any event within 3 Business Days) pay such amount in cash by wire transfer in immediately available funds. Notwithstanding anything to the contrary set forth in Section 8, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Funds, must be in writing executed by the Offering Closing Date. In no event shall appropriate Party or Parties as evidenced by the Offering Closing Date be later than August 30, 2012 signatures of the person or persons signing this Agreement or one of their designated persons as set forth on the Designation of Authorized Representatives attached hereto as Schedules 1-A and 1-B (the each an “Termination DateAuthorized Representative”), and delivered to Escrow Agent only by confirmed facsimile or as a Portable Document Format (“PDF”) attached to an email on a Business Day only at the fax number or email address set forth in Section 8 below. If Each Designation of Authorized Representatives shall be signed by the Minimum Offering Amount has not been reached on Secretary, any Assistant Secretary or prior other duly authorized officer of the named Party. No instruction for or related to the Termination Date, transfer or distribution of the Funds shall be promptly returned 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 subscribers 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 Funds 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 the Buyer and/or the Seller, respectively, without a verifying call-back as set forth in Section 3(b) below: The Buyer: The Seller: ING Bank NV HSBC Bank USA NA, New York IBAN #: XX00 XXXX 0000 0000 00 SWIFT: MRMD US33 BIC/SWIFT Code: XXXXXX0X CHIPS UID 075995 Currency: USD Fedwire #: 021001088 For account of: The Hongkong and Shanghai Banking Corporation Limited (Swift code: XXXXXXXXXXX) Hong Kong Main Xxxxxx 0 Xxxxx’x Xxxx Xxxxxxx Xxxx Xxxx Account No.: 000-00000-0 Beneficiary: Xxxxxxx Xxxx Far East Trading Limited Account no: 000-000000-000 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 of each Party and delivered to Escrow Agent in accordance with the terms of Section 3(a)(ii) hereofthis Section. Any subscriber that deposits a check into the Escrow Account that has not cleared prior to the Offering Closing Date will not be eligible to participate in the OfferingOnce set up as provided herein, and such funds will promptly be returned to the subscribers when such funds have cleared and only after the Escrow Agent has received an electronic spreadsheet with the same may rely solely upon such Standing Settlement Instructions and all identifying information indicated in Section 3(a)(ii)set forth therein for each beneficiary. Such spreadsheet, which Each Party agrees that any Standing Settlement Instructions shall be in a form reasonably acceptable to effective as the Escrow Agent, shall be delivered with a joint written instruction letter from the Parties stating that the subscriber payments listed on the attached spreadsheet are to be returned to the subscribers within five (5) Business Days. In addition, at any time prior to the Parties’ notifying Escrow Agent to the contrary, any subscriber may cause Escrow Agent to return the Funds such subscriber deposited with Escrow Agent by providing written notice funds transfer instructions of such request to either of Party or the Parties, who shall instruct Escrow Agent to return the Funds. Upon receipt of written notification of the Offering Closing Dateas applicable, one of the following procedures will take place: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.

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 Offering (the “Offering Closing Date”closing prior to wire transfer deadlines) send a written notice signed by at least one Business Day 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 hereafter definedset forth in section 3(b) in advance 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 and thereafter, to the Escrow Agent and, within forty-five (45) days of receipt of such written notice, Escrow Agent shall notify (x) return to each of the Parties whether or not Depositor received subscriptions for Subscribers the Minimum Offering Amount ($4,000,000.00) sum deposited by the Offering Closing Date. In no event shall the Offering Closing Date be later than August 30, 2012 (the “Termination Date”). If the Minimum Offering Amount has not been reached on or prior to the Termination Date, the Funds shall be promptly returned to the subscribers in accordance with the terms of Section 3(a)(ii) hereof. Any subscriber that deposits a check it into the Escrow Account that has not cleared prior Deposit by mailing a check to the Offering Closing Date will not be eligible to participate in the Offering, Subscriber address as indicated on Schedule A and such funds will promptly be returned to the subscribers when such funds have cleared and only after the Escrow Agent has received an electronic spreadsheet with the same information indicated in Section 3(a)(ii). Such spreadsheet, which shall be in a form reasonably acceptable to the Escrow Agent, shall be delivered with a joint written instruction letter from the Parties stating that the subscriber payments listed (y) distribute all interest earned on the attached spreadsheet are Fund to be returned to the subscribers within five (5) Business Days. In addition, at any time prior to the Parties’ notifying Escrow Agent to the contrary, any subscriber may cause Escrow Agent to return the Funds such subscriber deposited with Escrow Agent by providing written notice of such request to either of the Parties, who shall instruct Escrow Agent to return the Funds. Upon receipt of written notification of the Offering Closing Date, one of the following procedures will take place:Issuer.