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 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.

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.