6.0. EDSR 06-10-2002 - Laserfiche WebLink

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USE OF PROCEEDS MCCF will not receive any funds upon the Closing of this Participation. All Member Funds payable pursuant to this • Participation shall be deposited in the Loan Fund and remain the property of the Offerees. There are no commissions or other expenses applicable to this Participation. All expenses relating to MCCF prior to the Initial Closing date will have either been paid for by the Northland Institute, or from grants awarded to the Northland Institute, including a start-up grant provided by the Blandin Foundation. The payment of such expenses are not reimbursable by MCCF to Northland Institute or the parties making such grants. See"Capitalization". MEMBERSHIP Eligibility and Classes of Members MCCF has three classes of membership. There are no members as of the date of this Prospectus. Membership is granted only upon the consent of the MCCF Board. Membership is granted to entities making deposits to the Loan Fund and to entities which make working capital contributions to MCCF. The class of membership which an Offeree receives is determined solely upon the aggregate balance on deposit of the Offeree in the Loan Fund or the aggregate amount a Member contributes to MCCF for working capital purposes. The three classes of membership are as follows: Membership Class Aggregate Deposit of a Member to the Loan Fund or Contributions to MCCF Class A $100,000 or more(not to exceed$250,000) Class B $50,000 or more but less than$100,000 Class C $25,000 or more but less than$50,000 Members may only belong to one membership class. The aggregate balance on deposit of a Member in the Loan Fund may not exceed$250,000 and the aggregate minimum on deposit of a Member may not be less than$25,000. • In the event a Member makes more than one deposit,both deposits shall be aggregated for purposes of determining the membership class of such Member. In the event an Offeree requests a refund of a portion of the amount on deposit in the Loan Fund in accordance with the procedures set forth in the Loan Fund Escrow Agreement, the balance of the amount on deposit following the refund will determine the Membership Class to which such Member then belongs. In the event a Member requests refunds pursuant to the Loan Fund Escrow Agreement that would reduce the balance deposit to less than$25,000, the entire balance of the deposit of such Member shall be refunded and the membership of such Member shall terminate. See"Summary of Participation Agreement". Refund of Loan Fund Deposits A Member shall receive a refund of all or a portion of their deposit balance in the Loan Fund upon 30 days'advance written notice to MCCF and the Escrow Agent specifying the amount of refund that the Member wishes to receive. This notice may be given at any time after the third anniversary date of the first deposit to the Loan Fund made by the Member. See"Membership"and"Summary of Loan Fund". No Rights in Assets and Earnings The Members of MCCF have no property rights in the assets of MCCF and no earnings of MCCF shall inure to the benefit of or be distributed to the Members. Members to Elect Certain Directors Each of the three classes of Members has the right to elect two directors of MCCF. A Member is entitled to one vote for each $1,000 deposited in the Loan Fund or contributed to the working capital of MCCF (fractions are disregarded) and the candidate for director receiving the greatest number of votes from the class of Members nominating such director is elected. Transfers of Loan Fund interest earnings to MCCF are not deemed contributions for the purposes of Member voting rights. See"Bylaws-Exhibit C". 5