Common use of Sale and Delivery of the Notes Clause in Contracts

Sale and Delivery of the Notes. The Notes will be offered on a best efforts, $1,000,000 minimum offering basis. All proceeds from the sale of Notes will be immediately deposited in an escrow account at Greater Bay Trust Company (the "Escrow Account"), and no funds will be released to the Company therefrom unless and until the Company has achieved the Minimum Offering. Upon sale of the Minimum Offering, the Notes shall be released to purchasers of the Notes (the "Noteholders") bearing an issue date equal to the date the purchase price therefor was deposited into the Escrow Account. If the Minimum Offering is not sold by 120 days after the effective date, all monies received will be refunded to investors, together with any net investment earnings thereon from the investment of such monies by the Escrow Account. In the event of any such return of funds, the investors shall not be entitled to receive the stated interest rate on the Notes. Subscribers for the Notes shall have no right to withdraw any funds from the Escrow Account. Throughout the Offering Period, the Company will review the offers to purchase received and will have the right to reject any such offers. Investors must satisfy certain suitability standards prior to purchasing any Notes.