Common use of Distribution of the Escrowed Funds Clause in Contracts

Distribution of the Escrowed Funds. The funds in the Escrow Account shall remain in the Escrow Account until (i) the Minimum Offering has been achieved and (ii) the Escrow Agent receives written direction provided by the Company instructing the Escrow Agent to deliver the principal amount of such escrowed funds as the Company shall direct, provided, however, that the Escrow Agent shall not disburse the funds of a subscriber, the subscription of which has been rejected or rescinded, if the Escrow Agent has been notified by the Company of such rejection or rescission. A letter from an officer of the Company to the Escrow Agent and Processing Agent stating that at least the Minimum Offering has been achieved on or prior to the Closing Date, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Letter”). The Break Escrow Letter shall indicate: (i) the date on which the Minimum Offering was achieved or satisfied; and (ii) the actual total number of Shares sold as of such date. The current form of the Break Escrow Letter is attached hereto as Exhibit B. The Company hereby directs the Escrow Agent to provide the Processing Agent with all electronic files and information needed by the Processing Agent, including, without limitation, the Subscription Agreements, to maintain ownership records for the Company’s shares.

Distribution of the Escrowed Funds. The funds in the Escrow Account shall remain in the Escrow Account until (i) the Minimum Offering offering has been achieved and (ii) the Escrow Agent receives written direction provided by the Company instructing the Escrow Agent to deliver the principal amount of such escrowed funds as the Company shall direct, provided, however, that the Escrow Agent shall not disburse the funds of a subscriber, the subscription of which has been rejected or rescinded, if the Escrow Agent has been notified by the Company of such rejection or rescission. A letter from an officer of the Company to the Escrow Agent and Processing Agent stating that at least the Minimum Offering has been achieved on or prior to the Closing Date, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Letter”). The Break Escrow Letter shall indicate: (i) the date on which the Minimum Offering was achieved or satisfied; and (ii) the actual total number of Shares sold as of such date. The current form of the Break Escrow Letter is attached hereto as Exhibit B. The Company hereby directs the Escrow Agent to provide the Processing Agent with all electronic files and information needed by the Processing Agent, including, without limitation, the Subscription Agreements, to maintain ownership records for the Company’s shares.