Common use of Completion of Offering Clause in Contracts

Completion of Offering. Subject to the provisions of Section 10 hereof, NCPS shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents: (1) A Minimum Offering Notice; (2) Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering and maintained by the sponsor; (3) Instruction Letter (as defined below); and (4) Such other certificates, notices or other documents as NCPS shall reasonably require. NCPS shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by both the Issuer and Broker as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, NCPS shall not be obligated to disburse the Escrow Funds to Issuer if NCPS has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by NCPS, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS shall pay to Issuer any additional funds received with respect to the Securities, by wire, promptly after receipt. Additional disbursements shall be subject to the issuer providing the following documentation: (1) Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by NCPS; (2) Instruction Letter (as defined above) from Issuer; and (3) Such other certificates, notices or other documents as NCPS shall reasonably require.

Completion of Offering. Subject to the provisions of Section 10 hereof, NCPS shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents: (1) A Minimum Offering Notice; (2) Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering and maintained by the sponsor; (3) Instruction Letter (as defined below); and (4) Such other certificates, notices or other documents as NCPS shall reasonably require. NCPS shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by both the Issuer and Issuer, Broker as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, NCPS shall not be obligated to disburse the Escrow Funds to Issuer if NCPS has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by NCPS, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS shall pay to Issuer any additional funds received with respect to the Securities, by wire, promptly promplty after receipt. Additional disbursements disbursments shall be subject to the issuer providing the following documentation: (1) Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by NCPS; (2) Instruction Letter (as defined above) from Issuer; and (3) Such other certificates, notices or other documents as NCPS shall reasonably require.

Completion of Offering. Subject to the provisions of Section 10 hereof, NCPS shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents: (1) A Minimum Offering Notice; (2) Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering and maintained by the sponsor; (3) Instruction Letter (as defined below); and (4) Such other certificates, notices or other documents as NCPS shall reasonably require. NCPS shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by both the Issuer and Issuer, Broker as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, NCPS shall not be obligated to disburse the Escrow Funds to Issuer if NCPS has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by NCPS, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS shall pay to Issuer any additional funds received with respect to the Securities, by wire, promptly after receipt. Additional disbursements shall be subject to the issuer providing the following documentation: (1) Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by NCPS; (2) Instruction Letter (as defined above) from Issuer; and (3) Such other certificates, notices or other documents as NCPS shall reasonably require.

Completion of Offering. Subject to the provisions of Section 10 hereof, NCPS Escrow Agent shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents: (1) A Minimum Offering Notice; (2) Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering and maintained by the sponsor; (3) Instruction Letter (as defined below); and (4) Such other certificates, notices or other documents as NCPS Escrow Agent shall reasonably require. NCPS Escrow Agent shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by both the Issuer and and/or Broker as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, NCPS Escrow Agent shall not be obligated to disburse the Escrow Funds to Issuer if NCPS Escrow Agent has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by NCPSEscrow Agent, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS Escrow Agent shall pay to Issuer any additional funds received with respect to the Securities, by wire, promptly promplty after receipt. Additional disbursements disbursments shall be subject to the issuer providing the following documentation: (1) Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by NCPSEscrow Agent; (2) Instruction Letter (as defined above) from Issuer; and (3) Such other certificates, notices or other documents as NCPS Escrow Agent shall reasonably require.

Completion of Offering. Subject to the provisions of Section 10 hereof, NCPS shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents: (1) A Minimum Offering Notice; (2) Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering and maintained by the sponsor; (3) Instruction Letter (as defined below); and (4) Such other certificates, notices or other documents as NCPS shall reasonably require. NCPS shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by both the Issuer and Broker Dalmore as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, NCPS shall not be obligated to disburse the Escrow Funds to Issuer if NCPS has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by NCPS, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS shall pay to Issuer any additional funds received with respect to the Securities, by wire, promptly after receipt. Additional disbursements shall be subject to the issuer providing the following documentation: (1) Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by NCPS; (2) Instruction Letter (as defined above) from Issuer; and (3) Such other certificates, notices or other documents as NCPS shall reasonably require.

Completion of Offering. Subject to the provisions of Section 10 hereof, NCPS shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents: (1) A Minimum Offering Notice; (2) Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering and maintained by the sponsor; (3) Instruction Letter (as defined below); and (4) Such other certificates, notices or other documents as NCPS shall reasonably require. NCPS shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by both the Issuer and Broker Issuer, Placement Agent as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, NCPS shall not be obligated to disburse the Escrow Funds to Issuer if NCPS has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by NCPS, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS shall pay to Issuer any additional funds received with respect to the Securities, by wire, promptly promplty after receipt. Additional disbursements disbursments shall be subject to the issuer providing the following documentation: (1) Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by NCPS; (2) Instruction Letter (as defined above) from Issuer; and (3) Such other certificates, notices or other documents as NCPS shall reasonably require.

Completion of Offering. Subject to the provisions of Section 10 hereof, NCPS shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents: (1) A Minimum Offering Notice; (2) Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering and maintained by the sponsor; (3) Instruction Letter (as defined below); and (4) Such other certificates, notices or other documents as NCPS shall reasonably require. NCPS shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by both the Issuer and Issuer, Broker as to the disbursement of such funds (the “"Instruction Letter”") in accordance with this Section 4(a). Notwithstanding the foregoing, NCPS shall not be obligated to disburse the Escrow Funds to Issuer if NCPS has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by NCPS, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS shall pay to Issuer any additional funds received with respect to the Securities, by wire, promptly promplty after receipt. Additional disbursements disbursments shall be subject to the issuer providing the following documentation: (1) Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by NCPS; (2) Instruction Letter (as defined above) from Issuer; and (3) Such other certificates, notices or other documents as NCPS shall reasonably require.

Completion of Offering. Subject to the provisions of Section 10 hereof, NCPS shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents: (1) A Minimum Offering Notice; (2) Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering and maintained by the sponsor; (3) Instruction Letter (as defined below); and (4) Such other certificates, notices or other documents as NCPS shall reasonably require. NCPS shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by both the Issuer and Broker Issuer, ▇▇▇▇▇▇ as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, NCPS shall not be obligated to disburse the Escrow Funds to Issuer if NCPS has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by NCPS, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS shall pay to Issuer any additional funds received with respect to the Securities, by wire, promptly after receipt. Additional disbursements shall be subject to the issuer providing the following documentation: (1) Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by NCPS; (2) Instruction Letter (as defined above) from Issuer; and (3) Such other certificates, notices or other documents as NCPS shall reasonably require.