Common use of Distribution of the Escrowed Funds Clause in Contracts

Distribution of the Escrowed Funds. (1) In the event that, at any time on or prior to the close of business on the date that is one year following the commencement of the Offering (the “Closing Date”), the total subscription proceeds, excluding for these purposes any funds received from Tennessee Subscribers and Pennsylvania Subscribers (the “Primary Proceeds”), equal or exceed the $2M Minimum Offering Amount, the Escrow Agent shall promptly notify the Company. Upon receiving written confirmation from the Processing Agent that the Primary Proceeds equal or exceed the $2M Minimum Offering Amount, the Escrow Agent shall promptly disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Primary Subscribers, (the “Primary Funds”), and any interest earned thereon, and any subscription proceeds thereafter received from the Primary Subscribers shall no longer be subject to the escrow provisions of this Agreement. If the Primary Proceeds do not equal or exceed the $2M Minimum Offering Amount on or prior to the Closing Date, the Processing Agent shall promptly provide the Escrow Agent the information needed to return to the Primary Subscribers the Primary Funds, together with any interest earned thereon, and the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the Primary Funds, together with any interest thereon and IRS Forms 1099, without deduction, penalty or expense, to the respective Primary Subscribers, and the Escrow Agent shall promptly notify the Company and the Dealer Manager of its distribution of the Primary Funds. (2) Notwithstanding any disbursements in accordance with Section 2(b)(1), in that event that, at any time on or prior to the Closing Date, the total subscription proceeds, excluding for these purposes any funds received from Pennsylvania Subscribers, equal or exceed the $20M Minimum Offering Amount, the Escrow Agent shall promptly notify the Company. Upon receiving written confirmation from the Processing Agent that the total subscription proceeds, excluding for these purposes any funds received from Pennsylvania Subscribers, equal or exceed the $20M Minimum Offering Amount, the Escrow Agent shall promptly disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Tennessee Subscribers (the “TN Funds”), and any interest earned thereon, and any subscription proceeds thereafter received from the Tennessee Subscribers shall no longer be subject to the escrow provisions of this Agreement. If the total subscription proceeds, excluding for these purposes any funds received from Pennsylvania Subscribers, do not equal or exceed the $20M Minimum Offering Amount on or prior to the Closing Date, the Processing Agent shall promptly provide the Escrow Agent the information needed to return to the Tennessee Subscribers the TN Funds, together with any interest thereon, and the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the TN Funds, together with any interest earned thereon and IRS Forms 1099, without deduction, penalty or expense, to the respective Tennessee Subscribers, and the Escrow Agent shall promptly notify the Company and the Dealer Manager of its distribution of the TN Funds. (3) Notwithstanding any disbursements in accordance with Sections 2(b)(1) and 2(b)(2), in that event that, at any time on or prior to the termination of the Offering, the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons, equal or exceed the $12.5M Minimum Offering Amount, the Escrow Agent shall promptly notify the Company. Upon receiving written confirmation from the Processing Agent that the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons, equal or exceed the $12.5M Minimum Offering Amount, the Escrow Agent shall promptly disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Pennsylvania Subscribers (the “Pennsylvania Funds”), and any interest earned thereon, and any subscription proceeds thereafter received from the Pennsylvania Subscribers shall no longer be subject to the escrow provisions of this Agreement. (4) Notwithstanding the above, in that event that, on or prior to the close of business on the date that is 120 days after the commencement of the Offering (the “Initial Pennsylvania Period”), the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons, do not equal or exceed the $12.5M Minimum Offering Amount, the Company shall send to each Pennsylvania Subscriber by certified mail within ten calendar days after the end of the Initial Pennsylvania Period a notification of this fact. If, pursuant to the notification, a Pennsylvania Subscriber requests the return of his or her subscription funds within ten calendar days after receipt of the notification (the “Pennsylvania Request”), the Company or its agent shall immediately provide to the Escrow Agent written direction to disburse to each Pennsylvania Subscriber the collected funds deposited in the Escrow Account on behalf of that Pennsylvania Subscriber. The Escrow Agent shall thereafter refund directly to each Pennsylvania Subscriber the funds deposited in the Escrow Account on behalf of such Pennsylvania Subscriber, or shall return the instruments of payment delivered, but not yet processed for collection, together with any interest earned thereon and IRS Forms 1099, without deduction, penalty or expense, to each Pennsylvania Subscriber, no later than fifteen calendar days after the date of the Pennsylvania Request. However, the Escrow Agent shall not be required to remit any payments until funds represented by the payments have been collected by the Escrow Agent. The subscription funds of Pennsylvania Subscribers who do not request the return of their subscription funds within the Request Period shall remain in the Escrow Account for successive 120-day escrow periods (each, a “Successive Pennsylvania Period”), each commencing automatically upon the termination of the prior Successive Escrow Period, and the Company and Escrow Agent shall follow the notification and payment procedure set forth above with respect to the Initial Pennsylvania Period for each Successive Pennsylvania Period until the occurrence of the earliest of the date that: (A) the Offering has terminated; (B) the Company has received subscriptions for Shares resulting in gross offering proceeds, excluding for these purposes any funds received from Affiliated Persons, equal to the $12.5M Minimum Offering Amount; or (C) all funds held in the Escrow Account have been returned to the Pennsylvania Subscribers in accordance with the provisions hereof. (5) After the satisfaction of the provisions of Sections 2(b)(1), 2(b)(2) and 2(b)(3), or any of them, in the event the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in this account generally, but to the extent that the proceeds shall not be subject to escrow due to the satisfaction of the aforementioned provisions of this Section 2(b), the proceeds are not subject to this Agreement and at the instruction of the Company to the Escrow Agent, shall be transferred from the Escrow Account or deposited directly into, as the case may be, a commercial deposit account in the name of the Company with the Processing Agent (the “Deposit Account”) that has been previously established by the Company, unless otherwise directed by the Company. The Company hereby covenants and agrees that it shall do all things necessary in order to establish the Deposit Account prior to its use. No provisions of this Agreement shall apply to the Deposit Account. (6) If the Company rejects any subscription for which the Escrow Agent has collected funds, the Escrow Agent shall, upon the written request of the Company, promptly issue a refund to the rejected Subscriber. If the Company rejects any subscription for which the Escrow Agent has not yet collected funds but has submitted the Subscriber’s check for collection, the Escrow Agent shall promptly return the funds in the amount of the Subscriber’s check to the rejected Subscriber after such funds have been collected. If the Escrow Agent has not yet submitted a rejected Subscriber’s check for collection, the Escrow Agent shall promptly remit the Subscriber’s check directly to the Subscriber.

Distribution of the Escrowed Funds. (1) In the that event that, at any time on or prior to the close of business on the date that is one year following the commencement of the Offering (the “Closing Date”), the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons, Tennessee Subscribers and Pennsylvania Subscribers (the “Primary Proceeds”)Subscribers, equal or exceed the $2M Minimum Offering Amount, the Escrow Agent shall promptly notify the Company. Upon receiving written confirmation from the Processing Agent that the Primary Proceeds total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons, Tennessee Subscribers and Pennsylvania Subscribers, equal or exceed the $2M Minimum Offering Amount, the Escrow Agent shall promptly (1) disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Primary Subscribers, Subscribers (the “Primary Funds”), ) and (2) disburse to the Primary Subscribers any interest earned thereon, and any subscription proceeds thereafter received from on the Primary Subscribers shall no longer be subject to the escrow provisions of this AgreementFunds and IRS Forms 1099. If the Primary Proceeds total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons, Tennessee Subscribers and Pennsylvania Subscribers, do not equal or exceed the $2M Minimum Offering Amount on or prior to the Closing Date, the Processing Agent shall promptly provide the Escrow Agent the information needed to return to the Primary Subscribers the Primary Funds, together with any interest earned thereon, and the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the Primary Funds, together with any interest thereon and IRS Forms 1099, without deduction, penalty or expense, to the respective Primary Subscribers, and the Escrow Agent shall promptly notify the Company and the Dealer Manager of its distribution of the Primary Funds. (2) Notwithstanding any disbursements in accordance with Section 2(b)(1), in that event that, at any time on or prior to the Closing Date, the total subscription proceeds, proceeds excluding for these purposes any funds received from Affiliated Persons and Pennsylvania Subscribers, equal or exceed the $20M Tennessee Minimum Offering Amount, the Escrow Agent shall promptly notify the Company. Upon receiving written confirmation from the Processing Agent that the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons and Pennsylvania Subscribers, equal or exceed the $20M Tennessee Minimum Offering Amount, the Escrow Agent shall promptly (1) disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Tennessee Subscribers (the “TN Tennessee Funds”), ) and (2) disburse to the Tennessee Subscribers any interest earned thereon, and any subscription proceeds thereafter received from on the Tennessee Subscribers shall no longer be subject to the escrow provisions of this AgreementFunds and IRS Forms 1099. If the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons and Pennsylvania Subscribers, do not equal or exceed the $20M Tennessee Minimum Offering Amount on or prior to the Closing Date, the Processing Agent shall promptly provide the Escrow Agent the information needed to return to the Tennessee Subscribers the TN Tennessee Funds, together with any interest thereon, and the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the TN Tennessee Funds, together with any interest earned thereon and IRS Forms 1099, without deduction, penalty or expense, to the respective Tennessee Subscribers, and the Escrow Agent shall promptly notify the Company and the Dealer Manager of its distribution of the TN Tennessee Funds. (3) Notwithstanding any disbursements in accordance with Sections 2(b)(1) and 2(b)(2), in that event that, at any time on or prior to the termination of the Offering, the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons, equal or exceed the $12.5M Pennsylvania Minimum Offering Amount, the Escrow Agent shall promptly notify the Company. Upon receiving written confirmation from the Processing Agent that the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons, equal or exceed the $12.5M Pennsylvania Minimum Offering Amount, the Escrow Agent shall promptly (1) disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Pennsylvania Subscribers (the “Pennsylvania Funds”), ) and (2) disburse to the Pennsylvania Subscribers any interest earned thereon, and any subscription proceeds thereafter received from on the Pennsylvania Subscribers shall no longer be subject to the escrow provisions of this AgreementFunds and IRS Forms 1099. (4) Notwithstanding the above, in that event that, on or prior to the close of business on the date that is 120 days after the commencement of the Offering (the “Initial Pennsylvania Period”), the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons, do not equal or exceed the $12.5M Pennsylvania Minimum Offering Amount, the Company shall send to each Pennsylvania Subscriber by certified mail within ten calendar days after the end of the Initial Pennsylvania Period a notification of this fact. If, pursuant to the notification, a Pennsylvania Subscriber requests the return of his or her subscription funds within ten calendar days after receipt of the notification (the “Pennsylvania Request”), the Company or its agent shall immediately provide to the Escrow Agent written direction to disburse to each Pennsylvania Subscriber the collected funds deposited in the Escrow Account on behalf of that Pennsylvania Subscriber. The Escrow Agent shall thereafter refund directly to each Pennsylvania Subscriber the funds deposited in the Escrow Account on behalf of such Pennsylvania Subscriber, or shall return the instruments of payment delivered, but not yet processed for collection, together with any interest earned thereon and IRS Forms 1099, without deduction, penalty or expense, to each Pennsylvania Subscriber, no later than fifteen calendar days after the date of the Pennsylvania Request. However, the Escrow Agent shall not be required to remit any payments until funds represented by the payments have been collected by the Escrow Agent. The subscription funds of Pennsylvania Subscribers who do not request the return of their subscription funds within the Request Period shall remain in the Escrow Account for successive 120-day escrow periods (each, a “Successive Pennsylvania Period”), each commencing automatically upon the termination of the prior Successive Escrow Period, and the Company and Escrow Agent shall follow the notification and payment procedure set forth above with respect to the Initial Pennsylvania Period for each Successive Pennsylvania Period until the occurrence of the earliest of the date that: (A) the Offering has terminated; (B) the Company has received subscriptions for Shares resulting in gross offering proceeds, excluding for these purposes any funds received from Affiliated Persons, equal to the $12.5M Pennsylvania Minimum Offering Amount; or (C) all funds held in the Escrow Account have been returned to the Pennsylvania Subscribers in accordance with the provisions hereof. (5) After the satisfaction of the provisions of Sections 2(b)(12(b)(3), 2(b)(2) and 2(b)(3), or any of them, in the event the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in this account generally, but to the extent that the proceeds shall not be subject to escrow due to the satisfaction of the aforementioned provisions of this Section 2(b), the proceeds are not subject to this Agreement and at the instruction of the Company to the Escrow Agent, shall be transferred from the Escrow Account or deposited directly into, as the case may be, a commercial deposit account in the name of the Company with the Processing Agent (the “Deposit Account”) that has been previously established by the Company, unless otherwise directed by the Company. The Company hereby covenants and agrees that it shall do all things necessary in order to establish the Deposit Account prior to its use. No provisions of this Agreement shall apply to the Deposit Account. (6) If the Company rejects any subscription for which the Escrow Agent has collected funds, the Escrow Agent shall, upon the written request of the Company, promptly issue a refund to the rejected Subscriber. If the Company rejects any subscription for which the Escrow Agent has not yet collected funds but has submitted the Subscriber’s check for collection, the Escrow Agent shall promptly return the funds in the amount of the Subscriber’s check to the rejected Subscriber after such funds have been collected. If the Escrow Agent has not yet submitted a rejected Subscriber’s check for collection, the Escrow Agent shall promptly remit the Subscriber’s check directly to the Subscriber.

Distribution of the Escrowed Funds. (1) In the event that, at any time on or prior to the close of business on the date that is one year following the commencement of the Offering (the “Closing Date”), the total subscription proceeds, excluding for these purposes any funds received from Tennessee Subscribers, Ohio Subscribers and Pennsylvania Subscribers (the “Primary Proceeds”), equal or exceed the $2M Minimum Offering Amount, the Escrow Agent shall promptly notify the Company. Upon receiving written confirmation from the Processing Agent that the Primary Proceeds equal or exceed the $2M Minimum Offering Amount, the Escrow Agent shall promptly disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Primary Subscribers, (the “Primary Funds”), and any interest earned thereon, and any subscription proceeds thereafter received from the Primary Subscribers shall no longer be subject to the escrow provisions of this Agreement. If the Primary Proceeds do not equal or exceed the $2M Minimum Offering Amount on or prior to the Closing Date, the Processing Agent shall promptly provide the Escrow Agent the information needed to return to the Primary Subscribers the Primary Funds, together with any interest earned thereon, and the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the Primary Funds, together with any interest thereon and IRS Forms 1099, without deduction, penalty or expense, to the respective Primary Subscribers, and the Escrow Agent shall promptly notify the Company and the Dealer Manager of its distribution of the Primary Funds. (2) Notwithstanding any disbursements in accordance with Section 2(b)(1), in that event that, at any time on or prior to the Closing Date, the total subscription proceeds, excluding for these purposes any funds received from Pennsylvania Subscribers, equal or exceed the $20M Minimum Offering Amount, the Escrow Agent shall promptly notify the Company. Upon receiving written confirmation from the Processing Agent that the total subscription proceeds, excluding for these purposes any funds received from Pennsylvania Subscribers, equal or exceed the $20M Minimum Offering Amount, the Escrow Agent shall promptly disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Tennessee Subscribers and the Ohio Subscribers (the “TN TN/OH Funds”), and any interest earned thereon, and any subscription proceeds thereafter received from the Tennessee Subscribers and the Ohio Subscribers shall no longer be subject to the escrow provisions of this Agreement. If the total subscription proceeds, excluding for these purposes any funds received from Pennsylvania Subscribers, do not equal or exceed the $20M Minimum Offering Amount on or prior to the Closing Date, the Processing Agent shall promptly provide the Escrow Agent the information needed to return to the Tennessee Subscribers and the TN Ohio Subscribers the TN/OH Funds, together with any interest thereon, and the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the TN TN/OH Funds, together with any interest earned thereon and IRS Forms 1099, without deduction, penalty or expense, to the respective Tennessee Subscribers and Ohio Subscribers, and the Escrow Agent shall promptly notify the Company and the Dealer Manager of its distribution of the TN TN/OH Funds. (3) Notwithstanding any disbursements in accordance with Sections 2(b)(1) and 2(b)(2), in that event that, at any time on or prior to the termination of the Offering, the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons, equal or exceed the $12.575M Minimum Offering Amount, the Escrow Agent shall promptly notify the Company. Upon receiving written confirmation from the Processing Agent that the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons, equal or exceed the $12.575M Minimum Offering Amount, the Escrow Agent shall promptly disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Pennsylvania Subscribers (the “Pennsylvania Funds”), and any interest earned thereon, and any subscription proceeds thereafter received from the Pennsylvania Subscribers shall no longer be subject to the escrow provisions of this Agreement. (4) Notwithstanding the above, in that event that, on or prior to the close of business on the date that is 120 days after the commencement of the Offering (the “Initial Pennsylvania Period”), the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons, do not equal or exceed the $12.575M Minimum Offering Amount, the Company shall send to each Pennsylvania Subscriber by certified mail within ten calendar days after the end of the Initial Pennsylvania Period a notification of this fact. If, pursuant to the notification, a Pennsylvania Subscriber requests the return of his or her subscription funds within ten calendar days after receipt of the notification (the “Pennsylvania Request”), the Company or its agent shall immediately provide to the Escrow Agent written direction to disburse to each Pennsylvania Subscriber the collected funds deposited in the Escrow Account on behalf of that Pennsylvania Subscriber. The Escrow Agent shall thereafter refund directly to each Pennsylvania Subscriber the funds deposited in the Escrow Account on behalf of such Pennsylvania Subscriber, or shall return the instruments of payment delivered, but not yet processed for collection, together with any interest earned thereon and IRS Forms 1099, without deduction, penalty or expense, to each Pennsylvania Subscriber, no later than fifteen calendar days after the date of the Pennsylvania Request. However, the Escrow Agent shall not be required to remit any payments until funds represented by the payments have been collected by the Escrow Agent. The subscription funds of Pennsylvania Subscribers who do not request the return of their subscription funds within the Request Period shall remain in the Escrow Account for successive 120-day escrow periods (each, a “Successive Pennsylvania Period”), each commencing automatically upon the termination of the prior Successive Escrow Period, and the Company and Escrow Agent shall follow the notification and payment procedure set forth above with respect to the Initial Pennsylvania Period for each Successive Pennsylvania Period until the occurrence of the earliest of the date that: (A) the Offering has terminated; (B) the Company has received subscriptions for Shares resulting in gross offering proceeds, excluding for these purposes any funds received from Affiliated Persons, equal to the $12.575M Minimum Offering Amount; or (C) all funds held in the Escrow Account have been returned to the Pennsylvania Subscribers in accordance with the provisions hereof. (5) After the satisfaction of the provisions of Sections 2(b)(1), 2(b)(2) and 2(b)(3), or any of them, in the event the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in this account generally, but to the extent that the proceeds shall not be subject to escrow due to the satisfaction of the aforementioned provisions of this Section 2(b), the proceeds are not subject to this Agreement and at the instruction of the Company to the Escrow Agent, shall be transferred from the Escrow Account or deposited directly into, as the case may be, a commercial deposit account in the name of the Company with the Processing Agent (the “Deposit Account”) that has been previously established by the Company, unless otherwise directed by the Company. The Company hereby covenants and agrees that it shall do all things necessary in order to establish the Deposit Account prior to its use. No provisions of this Agreement shall apply to the Deposit Account. (6) If the Company rejects any subscription for which the Escrow Agent has collected funds, the Escrow Agent shall, upon the written request of the Company, promptly issue a refund to the rejected Subscriber. If the Company rejects any subscription for which the Escrow Agent has not yet collected funds but has submitted the Subscriber’s check for collection, the Escrow Agent shall promptly return the funds in the amount of the Subscriber’s check to the rejected Subscriber after such funds have been collected. If the Escrow Agent has not yet submitted a rejected Subscriber’s check for collection, the Escrow Agent shall promptly remit the Subscriber’s check directly to the Subscriber.

Distribution of the Escrowed Funds. (1) In the event that, at any time on or prior to the close of business on the date that is one year following the commencement of the Offering (the “Closing Date”), the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons, Tennessee Subscribers and Pennsylvania Subscribers (the “Primary Proceeds”), equal or exceed the $2M Minimum Offering Amount, the Escrow Agent shall promptly notify the Company. Upon receiving written confirmation from the Processing Agent that the Primary Proceeds equal or exceed the $2M Minimum Offering Amount, Amount the Escrow Agent shall promptly disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Primary Subscribers, (the “Primary Funds”), and any interest earned thereon, and any subscription proceeds thereafter received from the Primary Subscribers shall no longer be subject to the escrow provisions of this Agreement. For the avoidance of doubt, the Primary Subscribers referred to in the preceding sentence include Affiliated Persons who are not Tennessee Subscribers or Pennsylvania Subscribers. If the Primary Proceeds do not equal or exceed the $2M Minimum Offering Amount on or prior to the Closing Date, the Processing Agent shall promptly provide the Escrow Agent the information needed to return to the Primary Subscribers the Primary Funds, together with any interest earned thereon, and the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the Primary Funds, together with any interest thereon and IRS Forms 1099, without deduction, penalty or expense, to the respective Primary Subscribers, and the Escrow Agent shall promptly notify the Company and the Dealer Manager of its distribution of the Primary Funds. (2) Notwithstanding any disbursements in accordance with Section 2(b)(1), in that event that, at any time on or prior to the Closing Date, the total subscription proceeds, proceeds excluding for these purposes any funds received from Affiliated Persons and Pennsylvania Subscribers, equal or exceed the $20M Tennessee Minimum Offering Amount, the Escrow Agent shall promptly notify the Company. Upon receiving written confirmation from the Processing Agent that the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons and Pennsylvania Subscribers, equal or exceed the $20M Tennessee Minimum Offering Amount, Amount the Escrow Agent shall promptly disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Tennessee Subscribers (the “TN Tennessee Funds”), and any interest earned thereon, and any subscription proceeds thereafter received from the Tennessee Subscribers shall no longer be subject to the escrow provisions of this Agreement. If the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons and Pennsylvania Subscribers, do not equal or exceed the $20M Tennessee Minimum Offering Amount on or prior to the Closing Date, the Processing Agent shall promptly provide the Escrow Agent the information needed to return to the Tennessee Subscribers the TN Tennessee Funds, together with any interest thereon, and the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the TN Tennessee Funds, together with any interest earned thereon and IRS Forms 1099, without deduction, penalty or expense, to the respective Tennessee Subscribers, and the Escrow Agent shall promptly notify the Company and the Dealer Manager of its distribution of the TN Tennessee Funds. (3) Notwithstanding any disbursements in accordance with Sections 2(b)(1) and 2(b)(2), in that event that, at any time on or prior to the termination of the Offering, the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons, equal or exceed the $12.5M Pennsylvania Minimum Offering Amount, the Escrow Agent shall promptly notify the Company. Upon receiving written confirmation from the Processing Agent that the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons, equal or exceed the $12.5M Pennsylvania Minimum Offering Amount, the Escrow Agent shall promptly disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Pennsylvania Subscribers (the “Pennsylvania Funds”), and any interest earned thereon, and any subscription proceeds thereafter received from the Pennsylvania Subscribers shall no longer be subject to the escrow provisions of this Agreement. (4) Notwithstanding the above, in that event that, on or prior to the close of business on the date that is 120 days after the commencement of the Offering (the “Initial Pennsylvania Period”), the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons, do not equal or exceed the $12.5M Pennsylvania Minimum Offering Amount, the Company shall send to each Pennsylvania Subscriber by certified mail within ten calendar days after the end of the Initial Pennsylvania Period a notification of this fact. If, pursuant to the notification, a Pennsylvania Subscriber requests the return of his or her subscription funds within ten calendar days after receipt of the notification (the “Pennsylvania Request”), the Company or its agent shall immediately provide to the Escrow Agent written direction to disburse to each Pennsylvania Subscriber the collected funds deposited in the Escrow Account on behalf of that Pennsylvania Subscriber. The Escrow Agent shall thereafter refund directly to each Pennsylvania Subscriber the funds deposited in the Escrow Account on behalf of such Pennsylvania Subscriber, or shall return the instruments of payment delivered, but not yet processed for collection, together with any interest earned thereon and IRS Forms 1099, without deduction, penalty or expense, to each Pennsylvania Subscriber, no later than fifteen calendar days after the date of the Pennsylvania Request. However, the Escrow Agent shall not be required to remit any payments until funds represented by the payments have been collected by the Escrow Agent. The subscription funds of Pennsylvania Subscribers who do not request the return of their subscription funds within the Request Period shall remain in the Escrow Account for successive 120-day escrow periods (each, a “Successive Pennsylvania Period”), each commencing automatically upon the termination of the prior Successive Escrow Period, and the Company and Escrow Agent shall follow the notification and payment procedure set forth above with respect to the Initial Pennsylvania Period for each Successive Pennsylvania Period until the occurrence of the earliest of the date that: (A) the Offering has terminated; (B) the Company has received subscriptions for Shares resulting in gross offering proceeds, excluding for these purposes any funds received from Affiliated Persons, equal to the $12.5M Pennsylvania Minimum Offering Amount; or (C) all funds held in the Escrow Account have been returned to the Pennsylvania Subscribers in accordance with the provisions hereof. (5) After the satisfaction of the provisions of Sections 2(b)(1), 2(b)(2) and 2(b)(3), or any of them, in the event the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in this account generally, but to the extent that the proceeds shall not be subject to escrow due to the satisfaction of the aforementioned provisions of this Section 2(b), the proceeds are not subject to this Agreement and at the instruction of the Company to the Escrow Agent, shall be transferred from the Escrow Account or deposited directly into, as the case may be, a commercial deposit account in the name of the Company with the Processing Agent (the “Deposit Account”) that has been previously established by the Company, unless otherwise directed by the Company. The Company hereby covenants and agrees that it shall do all things necessary in order to establish the Deposit Account prior to its use. No provisions of this Agreement shall apply to the Deposit Account. (6) If the Company rejects any subscription for which the Escrow Agent has collected funds, the Escrow Agent shall, upon the written request of the Company, promptly issue a refund to the rejected Subscriber. If the Company rejects any subscription for which the Escrow Agent has not yet collected funds but has submitted the Subscriber’s check for collection, the Escrow Agent shall promptly return the funds in the amount of the Subscriber’s check to the rejected Subscriber after such funds have been collected. If the Escrow Agent has not yet submitted a rejected Subscriber’s check for collection, the Escrow Agent shall promptly remit the Subscriber’s check directly to the Subscriber.

Distribution of the Escrowed Funds. (1) In the event that, at any time on or prior to the close of business on the date that is one year following the commencement of the Offering (the “Closing Date”), the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons, Tennessee Subscribers and Pennsylvania Subscribers (the “Primary Proceeds”), equal or exceed the $2M Minimum Offering Amount, the Escrow Agent shall promptly notify the Company. Upon receiving written confirmation from the Processing Agent that the Primary Proceeds equal or exceed the $2M Minimum Offering Amount, Amount the Escrow Agent shall promptly disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Primary Subscribers, (the “Primary Funds”), and any interest earned thereon, and any subscription proceeds thereafter received from the Primary Subscribers shall no longer be subject to the escrow provisions of this Agreement. For the avoidance of doubt, the Primary Subscribers referred to in the preceding sentence include Affiliated Persons who are not Tennessee Subscribers or Pennsylvania Subscribers. If the Primary Proceeds do not equal or exceed the $2M Minimum Offering Amount on or prior to the Closing Date, the Processing Agent shall promptly provide the Escrow Agent the information needed to return to the Primary Subscribers the Primary Funds, together with any interest earned thereon, and the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the Primary Funds, together with any interest thereon and IRS Forms 1099, without deduction, penalty or expense, to the respective Primary Subscribers, and the Escrow Agent shall promptly notify the Company and the Dealer Manager of its distribution of the Primary Funds. (2) Notwithstanding any disbursements in accordance with Section 2(b)(1), in that event that, at any time on or prior to the Closing Date, the total subscription proceeds, proceeds excluding for these purposes any funds received from Affiliated Persons and Pennsylvania Subscribers, equal or exceed the $20M Tennessee Minimum Offering Amount, the Escrow Agent shall promptly notify the Company. Upon receiving written confirmation from the Processing Agent that the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons and Pennsylvania Subscribers, equal or exceed the $20M Tennessee Minimum Offering Amount, Amount the Escrow Agent shall promptly (1) disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Tennessee Subscribers (the “TN Tennessee Funds”), ) and (2) disburse to the Tennessee Subscribers any interest earned thereonon the Tennessee Funds and IRS Forms 1099, and any subscription proceeds thereafter received from the Tennessee Subscribers shall no longer be subject to the escrow provisions of this Agreement. If the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons and Pennsylvania Subscribers, do not equal or exceed the $20M Tennessee Minimum Offering Amount on or prior to the Closing Date, the Processing Agent shall promptly provide the Escrow Agent the information needed to return to the Tennessee Subscribers the TN Tennessee Funds, together with any interest thereon, and the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the TN Tennessee Funds, together with any interest earned thereon and IRS Forms 1099, without deduction, penalty or expense, to the respective Tennessee Subscribers, and the Escrow Agent shall promptly notify the Company and the Dealer Manager of its distribution of the TN Tennessee Funds. (3) Notwithstanding any disbursements in accordance with Sections 2(b)(1) and 2(b)(2), in that event that, at any time on or prior to the termination of the Offering, the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons, equal or exceed the $12.5M Pennsylvania Minimum Offering Amount, the Escrow Agent shall promptly notify the Company. Upon receiving written confirmation from the Processing Agent that the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons, equal or exceed the $12.5M Pennsylvania Minimum Offering Amount, the Escrow Agent shall promptly (1) disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Pennsylvania Subscribers (the “Pennsylvania Funds”), ) and (2) disburse to the Pennsylvania Subscribers any interest earned thereonon the Pennsylvania Funds and IRS Forms 1099, and any subscription proceeds thereafter received from the Pennsylvania Subscribers shall no longer be subject to the escrow provisions of this Agreement. (4) Notwithstanding the above, in that event that, on or prior to the close of business on the date that is 120 days after the commencement of the Offering (the “Initial Pennsylvania Period”), the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons, do not equal or exceed the $12.5M Pennsylvania Minimum Offering Amount, the Company shall send to each Pennsylvania Subscriber by certified mail within ten calendar days after the end of the Initial Pennsylvania Period a notification of this fact. If, pursuant to the notification, a Pennsylvania Subscriber requests the return of his or her subscription funds within ten calendar days after receipt of the notification (the “Pennsylvania Request”), the Company or its agent shall immediately provide to the Escrow Agent written direction to disburse to each Pennsylvania Subscriber the collected funds deposited in the Escrow Account on behalf of that Pennsylvania Subscriber. The Escrow Agent shall thereafter refund directly to each Pennsylvania Subscriber the funds deposited in the Escrow Account on behalf of such Pennsylvania Subscriber, or shall return the instruments of payment delivered, but not yet processed for collection, together with any interest earned thereon and IRS Forms 1099, without deduction, penalty or expense, to each Pennsylvania Subscriber, no later than fifteen calendar days after the date of the Pennsylvania Request. However, the Escrow Agent shall not be required to remit any payments until funds represented by the payments have been collected by the Escrow Agent. The subscription funds of Pennsylvania Subscribers who do not request the return of their subscription funds within the Request Period shall remain in the Escrow Account for successive 120-day escrow periods (each, a “Successive Pennsylvania Period”), each commencing automatically upon the termination of the prior Successive Escrow Period, and the Company and Escrow Agent shall follow the notification and payment procedure set forth above with respect to the Initial Pennsylvania Period for each Successive Pennsylvania Period until the occurrence of the earliest of the date that: (A) the Offering has terminated; (B) the Company has received subscriptions for Shares resulting in gross offering proceeds, excluding for these purposes any funds received from Affiliated Persons, equal to the $12.5M Pennsylvania Minimum Offering Amount; or (C) all funds held in the Escrow Account have been returned to the Pennsylvania Subscribers in accordance with the provisions hereof. (5) After the satisfaction of the provisions of Sections 2(b)(1), 2(b)(2) and 2(b)(3), or any of them, in the event the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in this account generally, but to the extent that the proceeds shall not be subject to escrow due to the satisfaction of the aforementioned provisions of this Section 2(b), the proceeds are not subject to this Agreement and at the instruction of the Company to the Escrow Agent, shall be transferred from the Escrow Account or deposited directly into, as the case may be, a commercial deposit account in the name of the Company with the Processing Agent (the “Deposit Account”) that has been previously established by the Company, unless otherwise directed by the Company. The Company hereby covenants and agrees that it shall do all things necessary in order to establish the Deposit Account prior to its use. No provisions of this Agreement shall apply to the Deposit Account. (6) If the Company rejects any subscription for which the Escrow Agent has collected funds, the Escrow Agent shall, upon the written request of the Company, promptly issue a refund to the rejected Subscriber. If the Company rejects any subscription for which the Escrow Agent has not yet collected funds but has submitted the Subscriber’s check for collection, the Escrow Agent shall promptly return the funds in the amount of the Subscriber’s check to the rejected Subscriber after such funds have been collected. If the Escrow Agent has not yet submitted a rejected Subscriber’s check for collection, the Escrow Agent shall promptly remit the Subscriber’s check directly to the Subscriber.