Common use of Break Escrow – Initial Closing Clause in Contracts

Break Escrow – Initial Closing. The Escrow Agent agrees that the Minimum Amount of $2,090,000 shall not be released from the Escrow Account to the Company until and unless the Escrow Agent receives joint written instructions, in a form substantially similar to the Form of Escrow Release Notice (the “Escrow Release Notice”) attached hereto as Exhibit C, to release the funds, from (i) the Company’s Chief Executive Officer, President or Chief Financial Officer, and (ii) the Dealer Manager’s Chief Executive Officer, Chief Operating Officer or Chief Compliance Officer. If the Minimum Amount of $2,090,000 has not been sold on or prior to the Termination Date, the Company shall notify the Escrow Agent in writing of such. If the Company notifies the Escrow Agent in writing that the Minimum Amount has not been sold prior to the Termination Date, the Escrow Agent shall, promptly following the Termination Date, but in no event more than 30 days after the Termination Date, refund to each Investor by check, funds deposited in the Escrow Account, including interest or any other income earned thereon, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each Investor at the address previously provided. Notwithstanding the foregoing, the Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected by the Escrow Agent. Additionally, at the end of the third business day following the Termination Date, the Escrow Agent shall notify the Company of the amount of the Investor Funds received. Further, once the Offering has closed, the Company shall notify the Escrow Agent of the same in writing. If the Escrow Agent receives written notice from the Company that the Company intends to reject an Investor’s subscription, the Escrow Agent shall pay to the applicable Investor, within a reasonable time not to exceed ten (10) business days after receiving notice of the rejection, by first class United States mail at the address provided on such Investor’s subscription agreement, or at such other address as shall be furnished to the Escrow Agent by the Investor in writing, all collected sums paid by the Investor for Common Shares and received by the Escrow Agent (without interest thereon).

Break Escrow – Initial Closing. The Escrow Agent agrees that the Minimum Amount of $2,090,000 2,000,000 shall not be released from the Escrow Account to the Company until and unless the Escrow Agent receives joint written instructions, in a form substantially similar to the Form of Escrow Release Notice (the “Escrow Release Notice”) attached hereto as Exhibit C, to release the funds, funds from (i) the Company’s Chief Executive Officer, President or Chief Financial Officer, and (ii) the Dealer Manager’s Chief Executive Officer, Chief Operating Officer or Chief Compliance Officer. If the Minimum Amount of $2,090,000 2,000,000 has not been sold on or prior to the Termination DateDate (as defined in Section 4), the Company shall notify the Escrow Agent in writing of such. If the Company notifies the Escrow Agent in writing that the Minimum Amount has not been sold prior to the Termination Date, the Escrow Agent shall, promptly following the Termination Date, but in no event more than 30 days after the Termination Date, refund to each Investor by check, funds deposited in the Escrow Account, including interest or any other income earned thereon, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each Investor at the address previously provided. Notwithstanding the foregoing, the Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected by the Escrow Agent. Additionally, at the end of the third business day following the Termination Date, the Escrow Agent shall notify the Company of the amount of the Investor Funds received. Further, once the Offering has closed, the Company shall notify the Escrow Agent of the same in writing. If the Escrow Agent receives written notice from the Company that the Company intends to reject an Investor’s subscription, the Escrow Agent shall pay to the applicable Investor, within a reasonable time not to exceed ten (10) business days after receiving notice of the rejection, by first class United States mail at the address provided on such Investor’s subscription agreement, or at such other address as shall be furnished to the Escrow Agent by the Investor in writing, all collected sums paid by the Investor for Common Shares Securities and received by the Escrow Agent (without interest thereon).

Break Escrow – Initial Closing. The (i) Upon receipt of the Break Escrow Letter (as defined in Section 5(a)(ii) from the Company to the Escrow Agent agrees and the Processing Agent by 3:00 P.M. Eastern Time that the Minimum Amount Company has subscriptions for at least $2,000,000 in Shares, and contingent upon the prior day’s notification by the Company to the Escrow Agent and the Processing Agent of $2,090,000 shall not the Company’s best efforts at an estimate of the amount of Escrowed Funds anticipated to be released from the Escrow Account to the Company until and unless Account, the Escrow Agent receives joint written instructions, in a form substantially similar will release such Escrowed Funds that day from the Escrow Account to the Form of Escrow Release Notice State Street Bank and Trust Company (the “Custodian”). (ii) A letter from an officer of the Company to the Processing Agent and the Escrow Release NoticeAgent certifying that at least $2,000,000 in Shares have been timely subscribed shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Letter”) ). The current form of the Break Escrow Letter is attached hereto as Exhibit C, to release the funds, from C. The Break Escrow Letter shall indicate (i) the Company’s Chief Executive Officer, President or Chief Financial Officer, date on which at least an aggregate of $2,000,000 in Shares were subscribed (the “Break Escrow Date”) and (ii) the Dealer Manager’s Chief Executive Officer, Chief Operating Officer or Chief Compliance Officer. actual total number of Shares sold as of the Break Escrow Date. (iii) If the Minimum Amount of $2,090,000 Escrow Agent has not been sold received a Break Escrow Letter on or prior to the Termination Date, the Company shall notify the Escrow Agent in writing of such. If the Company notifies the Escrow Agent in writing that the Minimum Amount has not been sold prior to the Termination Date, the Escrow Agent shall, promptly following the Termination Date, but in no event more than 30 days after the Termination Date, refund to each Investor by check, funds deposited in the Escrow Account, including interest or any other income earned thereon, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each Investor at the address previously provided. Notwithstanding the foregoing, the Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected by the Escrow Agent. Additionally, at the end of the third business day following the Termination Outside Date, the Escrow Agent shall cause the Escrowed Funds to be returned to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them, without interest and without deduction, penalty or expense to the subscriber. The Escrow Agent shall notify the Company of the amount of the Investor Funds received. Further, once the Offering has closedProcessing Agent, the Company and the Managing Dealer of any such return of subscription amounts. The purchase money returned to each subscriber shall notify the Escrow Agent be free and clear of any and all claims of the same in writing. If Company, the Escrow Agent receives written notice from the Company that the Company intends to reject an Investor’s subscriptionProcessing Agent, the Escrow Agent shall pay to Agent, the applicable Investor, within a reasonable time not to exceed ten (10) business days after receiving notice Soliciting Dealers or any of the rejection, by first class United States mail at the address provided on such Investor’s subscription agreement, or at such other address as shall be furnished to the Escrow Agent by the Investor in writing, all collected sums paid by the Investor for Common Shares and received by the Escrow Agent (without interest thereon)their creditors.

Break Escrow – Initial Closing. The (i) Upon receipt of the Break Escrow Letter (as defined in Section 5(a)(ii) from the Company to the Escrow Agent agrees and the Processing Agent by 3:00 P.M. Eastern Time that the Minimum Amount Company per the prospectus has raised gross offering proceeds of at least $2,090,000 shall not 2,000,000 in Shares, and contingent upon the prior day’s notification by the Company to the Escrow Agent and the Processing Agent of the Company’s best efforts at an estimate of the amount of Escrowed Funds anticipated to be released from the Escrow Account to the Company until and unless Account, the Escrow Agent receives joint written instructions, in a form substantially similar will release such Escrowed Funds that day from the Escrow Account to the Form of Escrow Release Notice State Street Bank and Trust Company (the “Custodian”). (ii) A letter from an officer of the Company to the Processing Agent and the Escrow Release NoticeAgent certifying that gross offering proceeds of a minimum of $2,000,000 in Shares have been timely subscribed shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Letter”) ). The current form of the Break Escrow Letter is attached hereto as Exhibit C, to release the funds, from C. The Break Escrow Letter shall indicate (i) the Company’s Chief Executive Officer, President or Chief Financial Officer, date on which gross offering proceeds exceeded $2,000,000 in Shares (the “Break Escrow Date”) and (ii) the Dealer Manager’s Chief Executive Officerwire amount, Chief Operating Officer or Chief Compliance Officer. in U.S. dollars, which represents the amount of subscriptions determined to be in good and proper order “Good Order Funds”). (iii) If the Minimum Amount of $2,090,000 Escrow Agent has not been sold received a Break Escrow Letter on or prior to the Termination Date, the Company shall notify the Escrow Agent in writing of such. If the Company notifies the Escrow Agent in writing that the Minimum Amount has not been sold prior to the Termination Date, the Escrow Agent shall, promptly following the Termination Date, but in no event more than 30 days after the Termination Date, refund to each Investor by check, funds deposited in the Escrow Account, including interest or any other income earned thereon, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each Investor at the address previously provided. Notwithstanding the foregoing, the Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected by the Escrow Agent. Additionally, at the end of the third business day following the Termination Outside Date, the Escrow Agent shall cause the Escrowed Funds to be returned to the respective subscribers in amounts equal to the subscription amount theretofore paid by each of them, without interest and without deduction, penalty or expense to the subscriber. The Escrow Agent shall notify the Company of the amount of the Investor Funds received. Further, once the Offering has closedProcessing Agent, the Company and the Managing Dealer of any such return of subscription amounts. The purchase money returned to each subscriber shall notify the Escrow Agent be free and clear of any and all claims of the same in writing. If Company, the Escrow Agent receives written notice from the Company that the Company intends to reject an Investor’s subscriptionProcessing Agent, the Escrow Agent shall pay to Agent, the applicable Investor, within a reasonable time not to exceed ten (10) business days after receiving notice Soliciting Dealers or any of the rejection, by first class United States mail at the address provided on such Investor’s subscription agreement, or at such other address as shall be furnished to the Escrow Agent by the Investor in writing, all collected sums paid by the Investor for Common Shares and received by the Escrow Agent (without interest thereon)their creditors.

Break Escrow – Initial Closing. The Escrow Agent agrees that the Minimum Amount of $2,090,000 funds shall not be released from the Escrow Account to the Company until and unless the Escrow Agent receives joint written instructions, in a form substantially similar to the Form of Escrow Release Notice (the “Escrow Release Notice”) attached hereto as Exhibit C, to release the funds, from (i) the Company’s Chief Executive Officer, President or Chief Financial Accounting Officer, and (ii) the Dealer Manager’s Chief Executive OfficerOfficer and President, Executive Vice President and Chief Operating Compliance Officer or Chief Compliance OfficerSenior Vice President. If the Minimum Amount minimum amount of $2,090,000 gross offering proceeds required to be raised as a condition to releasing funds from the Escrow Account under the escrow obligations imposed by a state as described in the Offering Document has not been sold raised on or prior to the Termination Date, the Company shall notify the Escrow Agent in writing of such. If the Company notifies the Escrow Agent in writing that the Minimum Amount such amount of gross offering proceeds has not been sold raised prior to the Termination Date, the Escrow Agent shall, promptly following the Termination Date, but in no event more than 30 days after the Termination Date, refund to each Restricted State Investor by check, funds deposited in the Escrow Account, including interest or any other income earned thereon, or shall return the instruments of payment delivered to the Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each Restricted State Investor at the address previously provided. Notwithstanding the foregoing, the Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected by the Escrow Agent. Additionally, at the end of the third business day following the Termination Date, the Escrow Agent shall notify the Company of the amount of the Restricted State Investor Funds received. Further, once the Offering has closed, the Company shall notify the Escrow Agent of the same in writing. If the Escrow Agent receives written notice from the Company that the Company intends to reject an a Restricted State Investor’s subscription, the Escrow Agent shall pay to the applicable Restricted State Investor, within a reasonable time not to exceed ten (10) business days after receiving notice of the rejection, by first class United States mail at the address provided on such Restricted State Investor’s subscription agreement, or at such other address as shall be furnished to the Escrow Agent by the Restricted State Investor in writing, all collected sums paid by the Restricted State Investor for Common Shares and received by the Escrow Agent (without interest thereon).