6.0. EDSR 06-10-2002 - Laserfiche WebLink

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Limited Rights of Governance • The Members of MCCF have the responsibility to elect six of nine directors of MCCF and their approval shall be required prior to amendment or abridgement of their right to elect directors; however,the Members of MCCF shall have no other rights with respect to governance of MCCF. Transfer of Membership Restricted Members may transfer memberships or rights of memberships only upon the written consent of the Board of Directors. No Liability for Debts of MCCF Members have no liability for the debts,liabilities,or obligations of MCCF due to their membership. No Limit on Number of Members and Size of Loan Fund There is no limit upon the aggregate number of Members of MCCF or the aggregate amount of deposits to the Loan Fund. This Participation will be a continuing offering until terminated by MCCF. CLOSING Initial Closing This Participation will have an initial closing ("Initial Closing") upon the occurrence of MCCF receiving and accepting Participation Agreements from Offerees providing for deposits to the Loan Fund in the minimum aggregate amount of$2,500,000 and the deposit of such funds in the Loan Fund. • Additional Closings Additional Closings of this Participation will occur following the Initial Closing upon MCCF accepting additional Participation Agreements and funds for deposit in the Loan Fund. Early Termination of Participation In the event the Initial Closing does not occur on or before October 31, 2002, this Participation shall be deemed terminated and all funds will be returned to Offerees by the Escrow Agent of the Loan Fund without interest. CAPITALIZATION The total capitalization of MCCF as of April 30, 2002,and as adjusted to give effect to receipt of grant funds, is as follows: April 30,2002 Actual As Adjusted for Initial Closing Member Contributions $0 $-0- Grant Funds Receivable' $0 $200,000 Total Capitalization $0 $200,000 ' Northland Institute has been awarded a grant in the amount of$250,000 from The Blandin Foundation("Blandin Grant"). The Blandin Grant provides that $200,000 of grant proceeds are to be used by the Northland Institute exclusively for MCCF working capital needs and operational support upon MCCF receiving Participation • Agreements providing for a deposit of $2,500,000 in the Loan Fund. Northland Institute has entered into an agreement with MCCF to apply these grant funds for MCCF working capital and operational support needs upon the request of MCCF following the Initial Closing. The Blandin Foundation or its designee shall receive a Class A membership with respect to $125,000 of this grant and corresponding Loan Fund participation. No part of the Blandin Grant is included for purposes of determining whether the minimum Participation of$2,500,000 has been attained. 6