Common use of Disposition and Termination Clause in Contracts

Disposition and Termination. The Depositor and the Issuer agree to jointly notify the Escrow Agent in writing of the closing date of the offering (the “Offering Closing Date”) and whether or not the Issuer received subscriptions that will result in the Issuer receiving gross proceeds of at least $8,000,000 (the “Minimum Subscription Amount”). Upon receipt of such written notification the following procedure will take place. (i) If the Escrow Agent receives into the Escrow Fund subscriptions for the Minimum Subscription Amount on or before June 30, 2018, subject to extension by the mutual written agreement of the Company and Depositor to a date no later than December 31, 2018 (“Outside Date”) , the Escrow Fund will be promptly paid to or credited to the accounts of, or otherwise transferred to, the Issuer and the Depositor pursuant to the joint-instructions from the Issuer and the Depositor. (ii) If the Issuer does not receive into the Escrow Fund subscriptions for the Minimum Subscription Amount by the Outside Date, or if any subscription is not accepted by the Issuer or the offering is abandoned or terminated, the Escrow Agent shall be provided by Depositor with suitable notice and a list containing the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber the “Subscriber Investment Amount”) and the name, address and Taxpayer Identification Number (“TIN”) of each subscriber. The aggregate of all Subscriber Investment Amounts shall not exceed the amount of the Escrow Fund on the Offering Closing Date. The Escrow Agent shall distribute to each subscriber the appropriate Subscriber Investment Amount without interest or deduction within 10 days of receipt of the information described in this Section 4(ii). Upon delivery of the Escrow Fund to the Issuer or the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8.

Disposition and Termination. The Depositor and the Issuer agree agrees to jointly notify the Escrow Agent in writing of the closing date of on which the offering Registration Statement has been declared effective by the SEC (the “Offering Closing Registration Date”) and whether or not the Issuer received subscriptions that will result Initial Closing Date (as defined in the Issuer receiving gross proceeds of at least $8,000,000 (the “Minimum Subscription Amount”Registration Statement). Upon receipt of such written notification the following procedure will take place. (i) If Upon receipt of written notification of the Initial Closing Date, the Escrow Agent receives into agrees that the Escrow Fund subscriptions for the Minimum Subscription Amount on or before June 30, 2018, subject to extension by the mutual written agreement full balance of the Company and Depositor to a date no later than December 31, 2018 (“Outside Date”) , the Escrow Fund will be promptly paid to or credited to the accounts account of, or otherwise transferred to, to the Issuer and the Depositor pursuant to the joint-instructions from the Issuer and the Depositoraccount listed on Schedule 1. (ii) If the Issuer does determines that the Initial Closing Date will not receive into occur on or prior to the Escrow Fund subscriptions for ninetieth calendar day after the Minimum Subscription Amount by the Outside Registration Date, or if any subscription is not accepted by the Issuer or the offering is abandoned or terminated, shall send the Escrow Agent shall be provided by Depositor a notice together with suitable notice and a list containing the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber the “Subscriber Investment Amount”) and the name, address and Taxpayer Identification Number (“TIN”) of each subscriber. The aggregate of all Subscriber Investment Amounts shall not exceed be equal to the amount of the Escrow Fund on the Offering Closing Date. The Escrow Agent shall promptly distribute to each subscriber the appropriate Subscriber Investment Amount without and interest or deduction thereon pursuant to written instructions of the Issuer, and, in any event, such funds shall be returned within 10 45 days of receipt of the information described in this Section 4(ii). Upon delivery of the Escrow Fund to the Issuer or the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8.

Disposition and Termination. (a) The Depositor and the Issuer Parties agree to jointly notify the Escrow Agent in writing of the closing date of the offering Offering (the “Offering Closing Date”) at least one Business Day (as hereafter defined) in advance thereof and thereafter, the Escrow Agent shall notify the Parties whether or not the Issuer Depositor received subscriptions that will result in for the Issuer receiving gross proceeds of at least Minimum Offering Amount ($8,000,000 4,000,000.00) by the Offering Closing Date. In no event shall the Offering Closing Date be later than August 30, 2012 (the “Minimum Subscription AmountTermination Date”). If the Minimum Offering Amount has not been reached on or prior to the Termination Date, the Funds shall be promptly returned to the subscribers in accordance with the terms of Section 3(a)(ii) hereof. Any subscriber that deposits a check into the Escrow Account that has not cleared prior to the Offering Closing Date will not be eligible to participate in the Offering, and such funds will promptly be returned to the subscribers when such funds have cleared and only after the Escrow Agent has received an electronic spreadsheet with the same information indicated in Section 3(a)(ii). Such spreadsheet, which shall be in a form reasonably acceptable to the Escrow Agent, shall be delivered with a joint written instruction letter from the Parties stating that the subscriber payments listed on the attached spreadsheet are to be returned to the subscribers within five (5) Business Days. In addition, at any time prior to the Parties’ notifying Escrow Agent to the contrary, any subscriber may cause Escrow Agent to return the Funds such subscriber deposited with Escrow Agent by providing written notice of such request to either of the Parties, who shall instruct Escrow Agent to return the Funds. Upon receipt of such written notification of the Offering Closing Date, one of the following procedure procedures will take place.: (i) If the Escrow Agent receives into the Escrow Fund Depositor has received subscriptions for the Minimum Subscription Offering Amount on or before June 30, 2018, subject to extension by the mutual written agreement of the Company and Depositor to a date no later than December 31Offering Closing Date, 2018 (“Outside Date”) , as determined by the Escrow Fund Agent, in its sole discretion, on the Offering Closing Date the Funds will be promptly paid to or credited to the accounts account of, or otherwise transferred to, the Issuer and the Depositor pursuant to the joint-Issuer’s funds transfer instructions from the Issuer and the Depositor.as set forth in section 3(b) below; or (ii) If the Issuer does Depositor has not receive into the Escrow Fund received subscriptions for the Minimum Subscription Offering Amount by the Outside Offering Closing Date, or if any subscription is not accepted as determined by the Issuer or the offering is abandoned or terminated, the Escrow Agent based on the funds deposited into the Escrow Account, the Parties shall be provided by Depositor with suitable notice and provide to the Escrow Agent an electronic spreadsheet in a list form reasonably acceptable to the Escrow Agent containing the amount received from each subscriber whose funds Funds have been deposited with the Escrow Agent (with respect to each subscriber the “Subscriber Investment Amount”) and along with the name, address and Taxpayer Identification Number (“TIN”) Number, if any, of each subscriber. The aggregate of all Subscriber Investment Amounts received by the Escrow Agent shall not exceed be equal to the amount of the Escrow Fund Funds on the Offering Closing Date, provided that if any Funds have been received via check, that such check has cleared. The Escrow Agent shall distribute to each subscriber the appropriate Subscriber Investment Amount without interest or deduction pursuant to joint written instructions of the Parties within 10 days five (5) Business Days of receipt of the information described in this Section 4(ii3(a)(ii). (b) Any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Funds, must be in writing or set forth in a Portable Document Format (“PDF”), executed by the appropriate Party or Parties as evidenced by the signatures of the person or persons signing this Agreement or one of their designated persons as set forth in Schedule 1 (each an “Authorized Representative”), and delivered to Escrow Agent only by confirmed facsimile or attached to an email on a Business Day only at the fax number or email address set forth in Section 8 below. No instruction for or related to the transfer or distribution of the Funds shall be deemed delivered and effective unless Escrow Agent actually shall have received it on a Business Day by facsimile or as a PDF attached to an email only at the fax number or email address set forth in Section 8 and as evidenced by a confirmed transmittal to the Party’s or Parties’ transmitting fax number or email address and Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder. Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any instruction for or related to the transfer or distribution of the Funds if delivered to any other fax number or email address, including but not limited to a valid email address of any employee of Escrow Agent. The Parties each acknowledge that Escrow Agent is authorized to use the following funds transfer instructions to disburse any Funds pursuant to Section 3(a)(i), without a verifying call-back as set forth in Section 3(c) below: Issuer: Bank name: Depositor: Bank name: Bank Address: Bank Address: ABA number: ABA number: Account name: Account Name: Account number: Account Number: (c) In the event any other funds transfer instructions are set forth in a permitted instruction from a Party or the Parties in accordance with Section 3(a), Escrow Agent is authorized to seek confirmation of such funds transfer instructions by a single telephone call-back to one of the Authorized Representatives, and Escrow Agent may rely upon the confirmation of anyone purporting to be that Authorized Representative. The persons and telephone numbers designated for call-backs may be changed only in a writing executed by Authorized Representatives of the applicable Party and actually received by Escrow Agent via facsimile or as a PDF attached to an email. Except as set forth in Section 3(a) above, no Funds will be disbursed until an Authorized Representative is able to confirm such instructions by telephone callback. Escrow Agent and the beneficiary's bank in any Funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Parties and confirmed by an Authorized Representative. (d) The Parties acknowledge that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the Internet and the Parties hereby expressly assume such risks. (e) As used in this Agreement, “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which Escrow Agent located at the notice address set forth below is authorized or required by law or executive order to remain closed. The Parties acknowledge that the security procedures set forth in this Section 3 are commercially reasonable. Upon delivery of the Funds by Escrow Fund to the Issuer or the subscribers as the case may be, by the Escrow AgentAgent in accordance herewith, this Escrow Agreement shall terminate, subject to the provisions of Section 86.

Disposition and Termination. The Depositor and the Issuer agree agrees to jointly notify the Escrow Agent in writing of the closing date of on which the offering Registration Statement has been declared effective by the SEC (the “Offering Closing Registration Date”) and whether or not the Issuer received subscriptions that will result Initial Closing Date (as defined in the Issuer receiving gross proceeds of at least $8,000,000 (the “Minimum Subscription Amount”Registration Statement). Upon receipt of such written notification the following procedure will take place. (i) If Upon receipt of written notification of the Initial Closing Date, the Escrow Agent receives into agrees that the Escrow Fund subscriptions for the Minimum Subscription Amount on or before June 30, 2018, subject to extension by the mutual written agreement full balance of the Company and Depositor to a date no later than December 31, 2018 (“Outside Date”) , the Escrow Fund will be promptly paid to or credited to the accounts account of, or otherwise transferred to, to the Issuer and the Depositor pursuant to the joint-instructions from the Issuer and the Depositoraccount listed on Schedule 1. (ii) If the Issuer does determines that the Initial Closing Date will not receive into occur on or prior to the Escrow Fund subscriptions for ninetieth calendar day after the Minimum Subscription Amount by the Outside Registration Date, or if any subscription is not accepted by the Issuer or the offering is abandoned or terminated, shall send the Escrow Agent shall be provided by Depositor a notice together with suitable notice and a list containing the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber the “Subscriber Investment Amount”) and the name, address and Taxpayer Identification Number (“TIN”) of each subscriber. The aggregate of all Subscriber Investment Amounts shall not exceed be equal to the amount of the Escrow Fund on the Offering Closing Date. The Escrow Agent shall distribute to each subscriber the appropriate Subscriber Investment Amount without and interest or deduction thereon pursuant to written instructions of the Issuer within 10 45 days of receipt of the information described in this Section 4(ii). Upon delivery of the Escrow Fund to the Issuer or the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8.

Disposition and Termination. The Depositor and the Issuer agree to jointly notify the Escrow Agent in writing of the closing date of the offering (the “"Offering Closing Date”") and whether or not the Issuer received subscriptions that will result in for the Issuer receiving gross proceeds of at least $8,000,000 (the “Minimum Subscription Amount”). Upon receipt of such written notification the following procedure will take place. (i) If the Escrow Agent receives into the Escrow Fund Issuer has received subscriptions for the Minimum Subscription Amount on or before June 30, 2018, subject to extension by the mutual written agreement of the Company and Depositor to a date no later than December 31, 2018 (“Outside offering Closing Date”) , the Escrow Fund will be promptly paid to or credited to the accounts account of, or otherwise transferred to, to the Issuer and the Depositor pursuant to the joint-instructions from the Issuer and the DepositorIssuer. (ii) If the Issuer does has not receive into the Escrow Fund received subscriptions for the Minimum Subscription Amount by the Outside Date, or if any subscription is not accepted by the Issuer or the offering is abandoned or terminatedAmount, the Escrow Agent shall be provided by Depositor with suitable notice and a list containing the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber the “"Subscriber Investment Amount”") and the name, address and Taxpayer Identification Number (“"TIN”") of each subscriber. In addition, the Issuer or Depositor shall calculate the interest earned on each Subscriber Investment Amount as of the Offering Closing Date and provide such information to the Escrow Agent. The aggregate of all Subscriber Investment Amounts and interest thereon shall not exceed be equal to the amount of the Escrow Fund on the Offering Closing Date. The Escrow Agent shall distribute to each subscriber the appropriate Subscriber Investment Amount without and interest or deduction thereon pursuant to joint written instructions of the Issuer and Depositor within 10 45 days of receipt of the information described in this Section 4(ii). Upon delivery of the Escrow Fund to the Issuer issuer or the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8.

Disposition and Termination. The Depositor and the Issuer agree to jointly notify the Escrow Agent in writing of the closing date of the offering offering, which shall not be later than the second anniversary of the effectiveness of the Registration Statement (the “"Offering Closing Date”") and whether or not the Issuer received subscriptions that will result in for the Issuer receiving gross proceeds of at least $8,000,000 (the “Minimum Subscription Amount”). Upon receipt of such written notification the following procedure will take place. (i) If the Escrow Agent receives into the Escrow Fund Issuer has received subscriptions for the Minimum Subscription Amount on or before June 30, 2018, subject to extension by the mutual written agreement of the Company and Depositor to a date no later than December 31, 2018 (“Outside Offering Closing Date”) , the Escrow Fund will be promptly paid to or credited to the accounts account of, or otherwise transferred to, to the Issuer and the Depositor pursuant to the joint-instructions from the Issuer and the DepositorIssuer. (ii) If the Issuer does has not receive into the Escrow Fund received subscriptions for the Minimum Subscription Amount by the Outside Date, or if any subscription is not accepted by the Issuer or the offering is abandoned or terminatedAmount, the Escrow Agent shall be provided by Depositor with suitable notice and a list containing the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber the “"Subscriber Investment Amount”") and the name, address and Taxpayer Identification Number (“"TIN”") of each subscriber. In addition, the Issuer or Depositor shall calculate the interest earned on each Subscriber Investment Amount as of the Offering Closing Date and provide such information to the Escrow Agent. The aggregate of all Subscriber Investment Amounts and interest thereon shall not exceed be equal to the amount of the Escrow Fund on the Offering Closing Date. The Escrow Agent shall distribute to each subscriber the appropriate Subscriber Investment Amount without and interest or deduction thereon pursuant to joint written instructions of the Issuer and Depositor within 10 45 days of receipt of the information described in this Section 4(ii). Upon delivery of the Escrow Fund to the Issuer or the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8.

Disposition and Termination. The Depositor and the Issuer agree to jointly notify the Escrow Agent in writing of the closing date of the offering (the “"Offering Closing Date”") and whether or not the Issuer received subscriptions that will result in for the Issuer receiving gross proceeds of at least $8,000,000 (the “Minimum Subscription Amount”). Upon receipt of such written notification the following procedure will take place. (i) If the Escrow Agent receives into the Escrow Fund issuer has received subscriptions for the Minimum Subscription Amount on or before June 30, 2018, subject to extension by the mutual written agreement of the Company and Depositor to a date no later than December 31, 2018 (“Outside offering Closing Date”) , the Escrow Fund will be promptly paid to or credited to the accounts account of, or otherwise transferred to, to the Issuer and the Depositor pursuant to the joint-instructions from the Issuer and the DepositorIssuer. (ii) If the Issuer does has not receive into the Escrow Fund received subscriptions for the Minimum Subscription Amount by the Outside Date, or if any subscription is not accepted by the Issuer or the offering is abandoned or terminatedAmount, the Escrow Agent shall be provided by Depositor with suitable notice and a list containing the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber the “"Subscriber Investment Amount”") and the name, address and Taxpayer Identification Number (“"TIN”") of each subscriber. In addition, the Issuer or Depositor shall calculate the interest earned on each Subscriber Investment Amount as of the Offering Closing Date and provide such information to the Escrow Agent. The aggregate of all Subscriber Investment Amounts and interest thereon shall not exceed be equal to the amount of the Escrow Fund on the Offering Closing Date. The Escrow Agent shall distribute to each subscriber the appropriate Subscriber Investment investment Amount without and interest or deduction thereon pursuant to joint written instructions of the Issuer and Depositor within 10 45 days of receipt of the information described in this Section 4(ii). Upon delivery of the Escrow Fund to the Issuer issuer or the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8.

Disposition and Termination. The Depositor and the Issuer agree to jointly notify the Escrow Agent in writing of the closing date of the offering (the “Offering Closing Date”) and whether or not the Issuer received subscriptions that will result in for the Issuer receiving gross proceeds of at least $8,000,000 (the “Minimum Subscription Amount”). Upon receipt of such written notification the following procedure will take place. (i) . If the Escrow Agent receives into the Escrow Fund Issuer has received subscriptions for the Minimum Subscription Amount on or before June 30, 2018, subject to extension by the mutual written agreement of the Company and Depositor to a date no later than December 31, 2018 (“Outside Offering Closing Date”) , the Escrow Fund will be promptly paid to or credited to the accounts account of, or otherwise transferred to, to the Issuer and the Depositor pursuant to the joint-instructions from the Issuer and the Depositor. (ii) Issuer. If the Issuer does has not receive into the Escrow Fund received subscriptions for the Minimum Subscription Amount by the Outside Date, or if any subscription is not accepted by the Issuer or the offering is abandoned or terminatedAmount, the Escrow Agent shall be provided by Depositor with suitable notice and a list containing the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber the “Subscriber Investment Amount”) and the name, address and Taxpayer Identification Number (“TIN”) of each subscriber. In addition, the Issuer or Depositor shall calculate the interest earned on each Subscriber Investment Amount as of the Offering Closing Date and provide such information to the Escrow Agent. The aggregate of all Subscriber Investment Amounts and interest thereon shall not exceed be equal to the amount of the Escrow Fund on the Offering Closing Date. The Escrow Agent shall distribute to each subscriber the appropriate Subscriber Investment Amount without and interest or deduction thereon pursuant to joint written instructions of the Issuer and Depositor within 10 45 days of receipt of the information described in this Section 4(ii). Upon delivery of the Escrow Fund to the Issuer or the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section Sections 7 and 8.

Disposition and Termination. The Depositor Issuer and the Issuer PV agree to jointly notify the Escrow Agent in writing of the closing date of the offering Offering (the “Offering Closing Date”) and whether or not the Issuer received subscriptions that will result in distribution amounts and recipients from the Issuer receiving gross proceeds of at least $8,000,000 (the “Minimum Subscription Amount”)Escrow Deposit. Upon receipt of such written notification the following procedure will take place. (i) If the Escrow Agent receives into the Escrow Fund subscriptions for the Minimum Subscription Amount on or before June 30, 2018the Closing Before Date (defined in Schedule 1 hereto), subject to extension by the mutual written agreement notice of the Company Issuer and Depositor PV to a date no later than December 31, 2018 the Outside Date (“Outside Date”) defined in Schedule 1 hereto), the Escrow Fund will be promptly (and, in any event, within one Business Day) paid to or credited to the accounts of, or otherwise transferred to, the Issuer and the Depositor its designees pursuant to the joint-instructions from the Issuer and the DepositorPV. (ii) If the Issuer does not receive into the Escrow Fund subscriptions for the Minimum Subscription Amount by the Outside Date, or if any subscription is not accepted by the Issuer Issuer, or if a subscription is not confirmed upon the extension of the offering, or rejected by PV, or the offering Offering is abandoned or terminatedterminated by the Issuer, the Escrow Agent shall be provided by Depositor Issuer and PV with suitable reasonable notice and a list containing the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber subscriber, the “Subscriber Investment Amount”) and the name, address and Taxpayer Identification Number (“TIN”) of each subscriber. The aggregate of all Subscriber Investment Amounts shall not exceed the amount of the Escrow Fund on the Offering Closing Date. The Escrow Agent shall distribute to each subscriber the appropriate Subscriber Investment Amount without interest interest, deduction or deduction offset within 10 days of receipt of the information described in this Section 4(ii). Upon delivery in full of the Escrow Fund to the Issuer Issuer, PV or the subscribers subscribers, as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8.

Disposition and Termination. The Depositor Subscription Agent and the Issuer agree to jointly notify the Escrow Agent in writing of the closing date of the offering Offering (the “"Offering Closing Date”) and whether or not the Issuer received subscriptions that will result in the Issuer receiving gross proceeds of at least $8,000,000 (the “Minimum Subscription Amount”"). Upon receipt of such written notification the following procedure will take place. (i) If the Issuer notifies the Escrow Agent receives into the Escrow Fund subscriptions for the Minimum Subscription Amount on or before June 30, 2018, subject to extension that it has been advised by the mutual written agreement National Association of Securities Dealers, Inc. ("NASD") that it has complied with the net capital ratio requirements of Rule 2720(e) of the Company and Depositor to a date no later than December 31, 2018 (“Outside Date”) NASD Conduct Rules, the Escrow Fund will be promptly paid to or credited to the accounts account of, or otherwise transferred to, to the Issuer and the Depositor pursuant to the joint-instructions from the Issuer Issuer, subject to any fees, costs and expenses owed to the DepositorEscrow Agent pursuant to Section 5 and 6. (ii) If the Issuer does not receive into notifies the Escrow Fund subscriptions for Agent that it has failed to comply with the Minimum Subscription Amount by net capital requirements of Rule 2720(e) of the Outside Date, or if any subscription is not accepted by the Issuer or the offering is abandoned or terminatedNASD Conduct Rules, the Escrow Agent shall be provided by Depositor with suitable notice and a list containing the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber the “"Subscriber Investment Amount”") and the name, name and address and Taxpayer Identification Number (“TIN”) of each subscriber. The aggregate of all Subscriber Investment Amounts shall not exceed the amount of the Escrow Fund on the Offering Closing Date. The Escrow Agent shall distribute to each subscriber the appropriate Subscriber Investment Amount without interest or deduction within 10 7 days of receipt of the information described in this Section 4(ii3 (ii). Upon delivery of the Escrow Fund to the Issuer or the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8.