Common use of Subscription Procedures Clause in Contracts

Subscription Procedures. 8.1 The Dealer Manager shall and shall require each Selected Dealer to (a) find Eligible Investors for the Offered Shares (b) keep records of the basis for each determination by a member of, or person associated with, the Dealer Manager of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the Subscription Agreement, as signed by each investor and countersigned by a supervisory representative of the Dealer Manager or Selected Dealer, as applicable, together with the related subscription payment in the form of a check made payable to “UMB Bank, N.A. as Escrow Agent for CĪON Investment Corporation” pending receipt and acceptance by the Company of subscriptions for $2,500,000 in Offered Shares and thereafter in the form of a check made payable to “CĪON Investment Corporation” to: ICON Capital Corp. ICON Capital Corp. c/▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇/▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇ 4▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ K▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ 8.2 Each Subscription Agreement and related subscription payment shall be forwarded by the Dealer Manager to the Company at the foregoing address no later than noon of the next business day after receipt from its customer by any member of, or person associated with, the Dealer Manager of such payment, unless such Subscription Agreement and payment are first forwarded to another of the Dealer Manager’s offices for internal supervisory review (which shall take place within the aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the above address no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following the Dealer Manager’s receipt of such check. Each subscription so received by the Company will be subject to acceptance or rejection by it by the end of the business day on which it is received. Each such subscription payment received and accepted by the Company will be transmitted, as soon as practicable, but in any event by the end of the second business day following the Company’s receipt thereof, to UMB Bank, N.A. (the “Escrow Agent”) for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, which shall be an escrow account in the name of Escrow Agent pending the receipt of subscriptions for an aggregate of $2,500,000 in Offered Shares in the Offering and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by the Company. The Company undertakes to promptly return directly to the Dealer Manager for return to any of its customers whose subscriptions are not accepted by the Company, their Subscription Agreements together with the related subscription payment within five business days of the Company’s receipt of same. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his or her subscription payment from escrow. The Company has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as an investor any person for any reason whatsoever or no reason. 8.3 Unless subscriptions for at least $2,500,000 in Offered Shares are received and accepted by the Company in the Offering on or before the one year anniversary of the initial Effective Date, the Company will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction for any expenses, and the Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for $2,500,000 in Offered Shares in the Offering, the Company will notify the Escrow Agent to pay over promptly to the Company the amount of all of such investors’ subscription payments then on deposit, including interest earned thereon. The date upon which such admission of stockholders shall occur is hereinafter called the “Initial Closing Date.” 8.4 Following the Initial Closing Date, the Company will continue to accept subscriptions for Offered Shares during the remainder of the Offering Period and to admit to the Company as stockholders, investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Company, with the anticipation that Closing Dates subsequent to the Initial Closing Date will occur weekly following the Initial Closing Date and promptly following the end of the Offering Period or earlier termination of the Offering. 8.5 The Company will accept subscriptions for the Offered Shares subject to the Company’s right to terminate the Offering at any time with notice to the Dealer Manager and to reject any subscription in whole or in part, in its sole discretion.

Subscription Procedures. 8.1 The Dealer Manager shall and shall require each Selected Dealer to agree to (a) find Eligible Investors for the Offered Shares Shares, (b) keep records of the basis for each determination by a member of, or person associated with, the Dealer Manager Selected Dealer, as applicable, of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the Subscription Agreement, as signed by each investor and countersigned by a supervisory representative of the Dealer Manager or Selected Dealer, as applicable, together with the related subscription payment in the form of a check made payable to “UMB Bank, N.A. as Escrow Agent for CĪON Investment Corporation” pending receipt and acceptance by the Company of subscriptions for $2,500,000 in Offered Shares and thereafter in the form of a check made payable to “CĪON Investment Corporation” to: ICON Capital Corp. Capital, LLC ICON Capital Corp. Capital, LLC c/▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇/▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇ 4▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ K▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ 8.2 Each Subscription Agreement and related subscription payment shall be forwarded by the Selected Dealer Manager to the Company at the foregoing address no later than noon of the next business day after receipt from its customer by any member of, or person associated with, the Selected Dealer Manager of such payment, unless such Subscription Agreement and payment are first forwarded to another of the Dealer ManagerSelected Dealer’s offices for internal supervisory review (which shall take place within the aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the above address no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following the Dealer ManagerSelected Dealer’s receipt of such check. Each subscription so received by the Company will be subject to acceptance or rejection by it by the end of the business day on which it is received. Each such subscription payment received and accepted by the Company will be transmitted, as soon as practicable, but in any event by the end of the second business day following the Company’s receipt thereof, to UMB Bank, N.A. (the “Escrow Agent”) for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, which shall be an escrow account in the name of Escrow Agent pending the receipt of subscriptions for an aggregate of $2,500,000 in Offered Shares in the Offering and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by the Company. The Company undertakes to promptly return directly to the Selected Dealer Manager for return to any of its customers whose subscriptions are not accepted by the Company, their Subscription Agreements together with the related subscription payment within five business days of the Company’s receipt of same. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his or her subscription payment from escrowpayment. The Company has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as an investor any person for any reason whatsoever or no reason. 8.3 Unless subscriptions for at least $2,500,000 in Offered Shares are received and accepted by the Company in the Offering on or before the one year anniversary of the initial Effective Date, the The Company will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction for any expenses, and the Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for $2,500,000 in Offered Shares in the Offering, the Company will notify the Escrow Agent to pay over promptly to the Company the amount of all of such investors’ subscription payments then on deposit, including interest earned thereon. The date upon which such admission of stockholders shall occur is hereinafter called the “Initial Closing Date.” 8.4 Following the Initial Closing Date, the Company will continue to accept subscriptions for Offered Shares during the remainder of the Offering Period and to admit to the Company as stockholders, investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Company, with the anticipation that Closing Dates subsequent to the Initial Closing Date will occur weekly following the Initial Closing Date and promptly following the end of the Offering Period or earlier termination of the Offering. 8.5 8.4 The Company will accept subscriptions for the Offered Shares subject to the Company’s right to terminate the Offering at any time with notice to the Dealer Manager and to the Selected Dealer and to reject any subscription in whole or in part, in its sole discretion.

Subscription Procedures. 8.1 The Dealer Manager shall and shall require each Selected Dealer to agree to (a) find Eligible Investors for the Offered Shares Shares, (b) keep records of the basis for each determination by a member of, or person associated with, the Dealer Manager Selected Dealer, as applicable, of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the Subscription Agreement, as signed by each investor and countersigned by a supervisory representative of the Dealer Manager or Selected Dealer, as applicable, together with the related subscription payment in the form of a check made payable to “UMB Bank, N.A. as Escrow Agent for CĪON Investment Corporation” pending receipt and acceptance by the Company of subscriptions for $2,500,000 in Offered Shares and thereafter in the form of a check made payable to “CĪON Investment Corporation” to: ICON Capital Corp. ICON Capital Corp. CION Investments CION Investments c/▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇/▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇ 4▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ K▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ 8.2 Each Subscription Agreement and related subscription payment shall be forwarded by the Selected Dealer Manager to the Company at the foregoing address no later than noon of the next business day after receipt from its customer by any member of, or person associated with, the Selected Dealer Manager of such payment, unless such Subscription Agreement and payment are first forwarded to another of the Dealer ManagerSelected Dealer’s offices for internal supervisory review (which shall take place within the aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the above address no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following the Dealer ManagerSelected Dealer’s receipt of such check. Each subscription so received by the Company will be subject to acceptance or rejection by it by the end of the business day on which it is received. Each such subscription payment received and accepted by the Company will be transmitted, as soon as practicable, but in any event by the end of the second business day following the Company’s receipt thereof, to UMB Bank, N.A. (the “Escrow Agent”) for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, which shall be an escrow account in the name of Escrow Agent pending the receipt of subscriptions for an aggregate of $2,500,000 in Offered Shares in the Offering and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by the Company. The Company undertakes to promptly return directly to the Selected Dealer Manager for return to any of its customers whose subscriptions are not accepted by the Company, their Subscription Agreements together with the related subscription payment within five business days of the Company’s receipt of same. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his or her subscription payment from escrowpayment. The Company has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as an investor any person for any reason whatsoever or no reason. 8.3 Unless subscriptions for at least $2,500,000 in Offered Shares are received and accepted by the Company in the Offering on or before the one year anniversary of the initial Effective Date, the The Company will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction for any expenses, and the Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for $2,500,000 in Offered Shares in the Offering, the Company will notify the Escrow Agent to pay over promptly to the Company the amount of all of such investors’ subscription payments then on deposit, including interest earned thereon. The date upon which such admission of stockholders shall occur is hereinafter called the “Initial Closing Date.” 8.4 Following the Initial Closing Date, the Company will continue to accept subscriptions for Offered Shares during the remainder of the Offering Period and to admit to the Company as stockholders, investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Company, with the anticipation that Closing Dates subsequent to the Initial Closing Date will occur weekly following the Initial Closing Date and promptly following the end of the Offering Period or earlier termination of the Offering. 8.5 8.4 The Company will accept subscriptions for the Offered Shares subject to the Company’s right to terminate the Offering at any time with notice to the Dealer Manager and to the Selected Dealer and to reject any subscription in whole or in part, in its sole discretion.

Subscription Procedures. 8.1 6.1 The Dealer Manager shall and shall require each Selected Dealer to (a) find Eligible Investors for the Offered Shares Shares, (b) keep records of the basis for each determination by a member of, or person associated with, the Dealer Manager or Selected Dealer, as applicable, of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the Subscription Agreement, as signed by each investor and countersigned by a supervisory representative of the Dealer Manager or Selected Dealer, as applicable, together with the related subscription payment in the form of a check made payable to “UMB Bank, N.A. as Escrow Agent for CĪON Investment CorporationICON Fund 16” pending receipt and acceptance by the Company of subscriptions for $2,500,000 1,200,000 in Offered Shares and thereafter in the form of a check made payable to “CĪON Investment CorporationICON Fund 16” to: ICON Capital Corp. Capital, LLC ICON Capital Corp. Capital, LLC c/▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇/▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇ 4▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ K▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ 8.2 6.2 Each Subscription Agreement and related subscription payment shall be forwarded by the Dealer Manager to the Company at the foregoing address no later than noon of the next business day after receipt from its customer by any member of, or person associated with, the Dealer Manager of such payment, unless such Subscription Agreement and payment are first forwarded to another of the Dealer Manager’s offices for internal supervisory review (which shall take place within the aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the above address no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following the Dealer Manager’s receipt of such check. Each subscription so received by the Company will be subject to acceptance or rejection by it by the end of the business day on which it is received. Each such subscription payment received and accepted by the Company will be transmitted, as soon as practicable, but in any event by the end of the second business day following the Company’s receipt thereof, to UMB Bank, N.A. (the “Escrow Agent”) for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, which shall be an escrow account in the name of Escrow Agent pending the receipt of subscriptions for an aggregate of $2,500,000 1,200,000 in Offered Shares in the Offering and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by the Company. The Company undertakes to promptly return directly to the Dealer Manager for return to any of its customers whose subscriptions are not accepted by the Company, Company their Subscription Agreements together with the related subscription payment within five business days of the Company’s receipt of same. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his or her subscription payment from escrow. The Company has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as an investor any person for any reason whatsoever or no reason. 8.3 6.3 Unless subscriptions for at least $2,500,000 1,200,000 in Offered Shares are received and accepted by the Company in the Offering on or before the one year anniversary of the initial Effective Date, the Company will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction for any expenses, and the Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for $2,500,000 1,200,000 in Offered Shares in the Offering, the Company will notify the Escrow Agent to pay over promptly to the Company the amount of all of such investors’ subscription payments then on deposit, including interest earned thereon. The date upon which such admission of stockholders shareholders shall occur is hereinafter called the “Initial Closing Date.” 8.4 6.4 Following the Initial Closing Date, the Company will continue to accept subscriptions for Offered Shares during the remainder of the Offering Period and to admit to the Company as stockholders, shareholders investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Company, with the anticipation that Closing Dates subsequent to the Initial Closing Date will occur weekly following the Initial Closing Date and promptly following the end of the Offering Period or earlier termination of the Offering. 8.5 6.5 The Company will accept subscriptions for the Offered Shares subject to the Company’s right to terminate the Offering at any time with notice to the Dealer Manager and to reject any subscription in whole or in part, in its sole discretion.

Subscription Procedures. 8.1 6.1 The Dealer Manager shall and shall require each Selected Dealer to (a) find Eligible Investors for the Offered Shares Shares, (b) keep records of the basis for each determination by a member of, or person associated with, the Dealer Manager or Selected Dealer, as applicable, of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the Subscription Agreement, as signed by each investor and countersigned by a supervisory representative of the Dealer Manager or Selected Dealer, as applicable, together with the related subscription payment in the form of a check made payable to “UMB Bank, N.A. as Escrow Agent for CĪON Investment CorporationICON Fund 16” pending receipt and acceptance by the Company of subscriptions for $2,500,000 1,200,000 in Offered Shares and thereafter in the form of a check made payable to “CĪON Investment CorporationICON Fund 16” to: ICON Capital Corp. ICON Capital Corp. c/▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇/▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇ 4▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ K▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ 8.2 6.2 Each Subscription Agreement and related subscription payment shall be forwarded by the Dealer Manager to the Company at the foregoing address no later than noon of the next business day after receipt from its customer by any member of, or person associated with, the Dealer Manager of such payment, unless such Subscription Agreement and payment are first forwarded to another of the Dealer Manager’s offices for internal supervisory review (which shall take place within the aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the above address no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following the Dealer Manager’s receipt of such check. Each subscription so received by the Company will be subject to acceptance or rejection by it by the end of the business day on which it is received. Each such subscription payment received and accepted by the Company will be transmitted, as soon as practicable, but in any event by the end of the second business day following the Company’s receipt thereof, to UMB Bank, N.A. (the “Escrow Agent”) for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, which shall be an escrow account in the name of Escrow Agent pending the receipt of subscriptions for an aggregate of $2,500,000 1,200,000 in Offered Shares in the Offering and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by the Company. The Company undertakes to promptly return directly to the Dealer Manager for return to any of its customers whose subscriptions are not accepted by the Company, Company their Subscription Agreements together with the related subscription payment within five business days of the Company’s receipt of same. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his or her subscription payment from escrow. The Company has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as an investor any person for any reason whatsoever or no reason. 8.3 6.3 Unless subscriptions for at least $2,500,000 1,200,000 in Offered Shares are received and accepted by the Company in the Offering on or before the one year anniversary of the initial Effective Date, the Company will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction for any expenses, and the Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for $2,500,000 1,200,000 in Offered Shares in the Offering, the Company will notify the Escrow Agent to pay over promptly to the Company the amount of all of such investors’ subscription payments then on deposit, including interest earned thereon. The date upon which such admission of stockholders shareholders shall occur is hereinafter called the “Initial Closing Date.” 8.4 6.4 Following the Initial Closing Date, the Company will continue to accept subscriptions for Offered Shares during the remainder of the Offering Period and to admit to the Company as stockholders, shareholders investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Company, with the anticipation that Closing Dates subsequent to the Initial Closing Date will occur weekly following the Initial Closing Date and promptly following the end of the Offering Period or earlier termination of the Offering. 8.5 6.5 The Company will accept subscriptions for the Offered Shares subject to the Company’s right to terminate the Offering at any time with notice to the Dealer Manager and to reject any subscription in whole or in part, in its sole discretion.

Subscription Procedures. 8.1 The Dealer Manager shall and shall require each Selected Dealer to (a) find Eligible Investors To complete a subscription for the Offered Shares Subscribed for Units, the Purchaser must fully comply with the subscription procedure provided in Subsections 3.2.1 and 3.2.2 of this Section 3.2 (bcollectively, the “Subscriber Closing Deliverables”) keep records on or before the applicable Closing. On delivery of the basis for each determination by a member of, or person associated withSubscriber Closing Deliverables, the Dealer Manager of an investor’s suitability and (c) promptly forward each fully completed and Subscriber will become bound by its terms. Unless otherwise required by applicable state securities laws, the Subscriber may not withdraw or revoke her/his executed copy of the Subscription Agreement, as signed by each investor and countersigned by a supervisory representative of the Dealer Manager or Selected Dealer, as applicable, together with the related subscription payment in the form of a check made payable to “UMB Bank, N.A. as Escrow Agent for CĪON Investment Corporation” pending receipt and acceptance by the Company of subscriptions for $2,500,000 in Offered Shares and thereafter in the form of a check made payable to “CĪON Investment Corporation” to: ICON Capital Corp. ICON Capital Corp. c/▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇/▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇ 4▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ K▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ 8.2 Each Subscription Agreement and related subscription payment shall be forwarded by in whole or in part without the Dealer Manager to the Company at the foregoing address no later than noon consent of the next business day after receipt from its customer by any member of, or person associated with, the Dealer Manager of such payment, unless such Subscription Agreement and payment are first forwarded to another of the Dealer Manager’s offices for internal supervisory review (which shall take place within the aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the above address no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following the Dealer Manager’s receipt of such check. Each subscription so received by the Company will be subject to acceptance or rejection by it by the end of the business day on which it is received. Each such subscription payment received and accepted by the Company will be transmitted, as soon as practicable, but in any event by the end of the second business day following the Company’s receipt thereof, to UMB Bank, N.A. (the “Escrow Agent”) for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, which shall be an escrow account in the name of Escrow Agent pending the receipt of subscriptions for an aggregate of $2,500,000 in Offered Shares in the Offering and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by the Company. The Company undertakes to promptly return directly to may accept the Dealer Manager for return to Subscription at any of its customers whose subscriptions are not accepted by the Company, their Subscription Agreements together with the related subscription payment within five business days of the Company’s receipt of same. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his or her subscription payment from escrow. The Company has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as an investor any person for any reason whatsoever or no reason. 8.3 Unless subscriptions for at least $2,500,000 in Offered Shares are received and accepted by the Company in the Offering time on or before the one year anniversary Termination Date. This Subscription Agreement is not binding on the Company until the date (the “Effective Date”) it is accepted as evidenced by the signature of an officer of the initial Effective Date, the Company will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction for any expenses, and the Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for $2,500,000 in Offered Shares in the Offering, the Company will notify the Escrow Agent to pay over promptly to the Company the amount of all of such investors’ subscription payments then on deposit, including interest earned thereonCompany. The date upon which such admission of stockholders shall occur is hereinafter called the “Initial Closing Date.” 8.4 Following the Initial Closing Date, the Company will continue to accept subscriptions for Offered Shares during the remainder of the Offering Period and to admit to the Company as stockholders, investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Company, with the anticipation that Closing Dates subsequent to the Initial Closing Date will occur weekly following the Initial Closing Date and promptly following the end of the Offering Period or earlier termination of the Offering. 8.5 The Company will accept subscriptions for the Offered Shares subject to the Company’s right to terminate the Offering at any time with notice to the Dealer Manager and to reject any subscription in whole or in part, in its sole discretion, has the right to accept or reject this Subscription in whole or in part and accept Subscriptions other than in the order received. In the event of rejection of this Subscription, or in the event that, for any reason, none of the Units are sold (in which case this Subscription Agreement will be deemed to be rejected), the Company will thereafter promptly return or cause to be returned to the Subscriber by mail, a check in the amount paid by the Subscriber in this Offering, without interest thereon or deduction therefrom for expenses or otherwise, and this Subscription Agreement shall thereafter have no further force or effect. If this Subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the extent this subscription was accepted. 3.2.1 Subject to the terms and conditions of this Subscription Agreement, prior to Closing the Subscriber shall deliver to the Company: (a) a fully executed and completed copy of this Subscription Agreement (including all of the information requested of the Subscriber on the Subscriber Signature Page and Exhibit B hereto; (b) a fully executed and completed copy of the Registration Rights Agreement (as defined in Section 6); (c) a fully executed and completed Investor Questionnaire annexed to the Registration Rights Agreement; and (d) if the Subscriber is an individual, a copy of the Subscriber’s driver’s license or other federal or state government issued identification document substantiating Subscriber’s jurisdiction of residence as set forth on the Subscriber Signature Page hereto.