Jurisdictions Other Than Pennsylvania. In the event the Company provides the Escrow Agent with (i) a Prospectus dated after the Effective Date which discloses that one or more jurisdictions other than Pennsylvania that require the Minimum Offering Amount to be greater than $10,000,000 (“Additional Jurisdictions”), and (ii) Written Instructions directing the Escrow Agent to follow procedures with respect to such jurisdictions and such procedures are different from or in addition to the procedures provided for in this Agreement, then the Escrow Agent shall not be obligated to accept and process purchase orders from Investors with a connection to particular Additional Jurisdiction such that Collected Funds must aggregate more than $10,000,000 before the Company may accept purchase orders from that Investor (“Additional Jurisdiction Subscriber”, and together with Pennsylvania Subscribers, the “Excepted Subscribers”) unless it (y) determines that it possesses the policies, processes, controls, processing and recordkeeping system functionalities and trained personnel required to comply with the procedures at a level of performance comparable to its performance of other services under this Agreement, and (z) notifies the Company in writing that it agrees to accept and process purchase orders from Additional Jurisdiction Subscribers, specifying by name the Additional Jurisdiction the consent applies to.
Jurisdictions Other Than Pennsylvania. In the event the Company provides the Escrow Agent with (i) a Prospectus dated after the Effective Date which discloses that the Initial Offering will be open to residents of one or more jurisdictions other than Pennsylvania that require the minimum amount of total subscriptions in a public offering to be greater than $10,000,000 for residents of such jurisdiction to purchase securities in that public offering (such minimum amounts being “Special Minimum Amounts”; and such jurisdictions being “Additional Jurisdictions”), and (ii) Written Instructions directing the Escrow Agent to follow procedures with respect to such jurisdictions and such procedures are different from or in addition to the procedures provided for in this Agreement, then the Escrow Agent shall not be obligated to accept and process purchase orders from Investors with a connection to particular Additional Jurisdiction such that Collected Funds must aggregate more than $10,000,000 before the Company may accept purchase orders from that Investor (“Additional Jurisdiction Subscriber”, and together with Pennsylvania Subscribers, the “Excepted Subscribers”) unless it (y) determines that it possesses the policies, processes, controls, processing and recordkeeping system functionalities and trained personnel required to comply with the procedures at a level of performance comparable to its performance of other services under this Agreement, and (z) notifies the Company in writing that it agrees to accept and process purchase orders from Additional Jurisdiction Subscribers, specifying by name the Additional Jurisdiction the consent applies to. Thereafter, the Escrow Agent shall follow for each Additional Jurisdiction the procedures set forth in Section 4(b)(2) as if the Additional Jurisdiction were Pennsylvania.
