Common use of Disposition and Termination Clause in Contracts

Disposition and Termination. (a) Subject to Rule 10b-9 (17 CFR 240) of the Securities and Exchange Act of 1934, as amended, if after a Subscriber’s funds have been deposited into the Escrow Account and the Co-Issuers notify the Escrow Agent in writing that it has rejected such subscription, the Company and Placement Agent shall provide to the Escrow Agent any information necessary to return such Subscriber’s funds to the Subscriber. Upon receipt of any such necessary information the Escrow Agent shall promptly return such funds to the applicable Subscriber. After a minimum of $[●] has been deposited into the Escrow Account (“Minimum Offering”), the Escrow Agent shall periodically transfer to the Sponsor Escrowed Funds pursuant to standing written instructions from both the Issuer and the Placement Agent as agreed among the Co-Issuers, the Placement Agent and the Escrow Agent from time to time. The Escrow agent will not transfer funds to the Sponsor until the Minimum Offering has been met. Prior to the disbursement of the Escrowed Funds to the Sponsor in accordance with the Offering, the Sponsor will not be entitled to any principal funds received into the Escrow Account. If the Co-Issuers and Placement Agent do not raise $3,580,000 by _______, 2023 (the “Escrow Termination Date”), the Offering will be terminated, and the Escrow Agent will promptly return all amounts in the Escrow Account to the Subscribers and close the Escrow Account and the Co-Issuers will release all Subscribers from their commitments.

Disposition and Termination. (a) Subject to Rule 10b-9 (17 CFR 240) of the Securities and Exchange Act of 1934, as amended, if after a Subscriber’s funds have been deposited into the Escrow Account and the Co-Issuers notify the Escrow Agent in writing that it has rejected such subscription, the Company and Placement Agent shall provide to the Escrow Agent any information necessary to return such Subscriber’s funds to the Subscriber. Upon receipt of any such necessary information the Escrow Agent shall promptly return such funds to the applicable Subscriber. After a minimum of $[●] 500,000 has been deposited into the Escrow Account (“Minimum Offering”), the Escrow Agent shall periodically transfer to the Sponsor Escrowed Funds pursuant to standing written instructions from both the Issuer and the Placement Agent as agreed among the Co-Issuers, the Placement Agent and the Escrow Agent from time to time. The Escrow agent will not transfer funds to the Sponsor until the Minimum Offering has been met. Prior to the disbursement of the Escrowed Funds to the Sponsor in accordance with the Offering, the Sponsor will not be entitled to any principal funds received into the Escrow Account. If the Co-Issuers and Placement Agent do not raise $3,580,000 by ____1,000,000 within 12 months of December ___, 2023 2020 (the “Escrow Termination Date”), the Offering will be terminated, and the Escrow Agent will promptly return all amounts in the Escrow Account to the Subscribers and close the Escrow Account and the Co-Issuers will release all Subscribers from their commitments.

Disposition and Termination. (a) Subject to Rule 10b-9 (17 CFR 240) of the Securities and Exchange Act of 1934, as amended, if after a Subscriber’s funds have been deposited into the Escrow Account and the Co-Issuers notify the Escrow Agent in writing that it has rejected such subscription, the Company and Placement Agent shall provide to the Escrow Agent any information necessary to return such Subscriber’s funds to the Subscriber. Upon receipt of any such necessary information the Escrow Agent shall promptly return such funds to the applicable Subscriber. After a minimum of $[●] 1,500,000 has been deposited into the Escrow Account (“Minimum Offering”), the Escrow Agent shall periodically transfer to the Sponsor Escrowed Funds pursuant to standing written instructions from both the Issuer and the Placement Agent as agreed among the Co-Issuers, the Placement Agent and the Escrow Agent from time to time. The Escrow agent will not transfer funds to the Sponsor until the Minimum Offering has been met. Prior to the disbursement of the Escrowed Funds to the Sponsor in accordance with the Offering, the Sponsor will not be entitled to any principal funds received into the Escrow Account. If the Co-Issuers and Placement Agent do not raise $3,580,000 by _____2,150,000 within 12 months of October __, 2023 2021 (the “Escrow Termination Date”), the Offering will be terminated, and the Escrow Agent will promptly return all amounts in the Escrow Account to the Subscribers and close the Escrow Account and the Co-Issuers will release all Subscribers from their commitments.

Disposition and Termination. (a) Subject to Rule 10b-9 (17 CFR 240) of the Securities and Exchange Act of 1934, as amended, if after a Subscriber’s funds have been deposited into the Escrow Account and the Co-Issuers notify the Escrow Agent in writing that it has rejected such subscription, the Company and Placement Agent shall provide to the Escrow Agent any information necessary to return such Subscriber’s funds to the Subscriber. Upon receipt of any such necessary information the Escrow Agent shall promptly return such funds to the applicable Subscriber. After a minimum of $[●] 1,500,000 has been deposited into the Escrow Account (“Minimum Offering”), the Escrow Agent shall periodically transfer to the Sponsor Escrowed Funds pursuant to standing written instructions from both the Issuer and the Placement Agent as agreed among the Co-Issuers, the Placement Agent and the Escrow Agent from time to time. The Escrow agent will not transfer funds to the Sponsor until the Minimum Offering has been met. Prior to the disbursement of the Escrowed Funds to the Sponsor in accordance with the Offering, the Sponsor will not be entitled to any principal funds received into the Escrow Account. If the Co-Issuers and Placement Agent do not raise $3,580,000 by _____2,150,000 within 12 months of December __, 2023 2021 (the “Escrow Termination Date”), the Offering will be terminated, and the Escrow Agent will promptly return all amounts in the Escrow Account to the Subscribers and close the Escrow Account and the Co-Issuers will release all Subscribers from their commitments.