The Parties acknowledge that on the Effective Date, the Buyer shall deliver to the Escrow Agent the sum of $30,000, constituting the “Purchase Price” pursuant to the instructions as set forth in Section 1(b), which shall be deposited into a non-interest-bearing account at the [[Organization A:Organization]] (the “Bank”) entitled “[[Escrow Agent:Organization]] IOTA Trust Account” (the “Escrow Account”). As set forth in the Agreement, Escrow Agent shall withhold from the Purchase Price the costs and fees due to the Escrow Agent pursuant to this Agreement and such other fees and expenses as are due and payable to Escrow Agent as of the Effective Date, and shall advance the remaining amount to [[Transaction Party:Organization]] pursuant to wire instructions previously provided by [[Transaction Party:Organization]] to the Escrow Agent, and no additional instructions or authorizations shall be required from either [[Transaction Party:Organization]] or the Buyer with respect thereto.

The Underwriter and the Company shall instruct Subscribers to deliver to the Escrow Agent checks made payable to the order of “[[Escrow Agent:Organization]], as Escrow Agent for ​,” or wire transfer to [[Escrow Agent:Organization]], ABA No. 026013576, [[Address C:Address]], for credit to [[Escrow Agent:Organization]], as Escrow Agent for ​, Account No. , in each case with the name and address of the individual or entity making payment. In the event any Subscriber’s address is not provided to Escrow Agent by the Subscriber, then the Company agrees to promptly provide Escrow Agent with such information in writing. The checks or wire transfers shall be deposited into a non-interest-bearing account at [[Escrow Agent:Organization]] entitled “​, [[Escrow Agent:Organization]], as Escrow Agent” (the “Escrow Account”).

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:

Investment of Escrow Funds. So long as the Escrow Agent shall hold any funds in the Escrow Fund, the Escrow Agent shall invest such funds in such Authorized Investments as Seller may designate in writing to the Escrow Agent. For purposes of this Agreement, the term “Authorized Investments” shall mean # direct obligations of the United States of America, # any repurchase agreement or reverse repurchase agreement with any bank which is a member of the Federal Deposit Insurance Corporation (“FDIC”), and that has capital and surplus of not less than $100 million, or with any primary government bond dealer reporting to and trading with the Federal Reserve Bank of New York, provided that such agreement is secured by direct obligations of the United States of America, # shares of the Federated U.S. Government short-term fund, and # fully collateralized Certificates of Deposit of any bank which is a member of the FDIC and which has capital and surplus of not less than $100 million.

On or before the commencement of the Offering, the Company shall establish the Escrow Account with the Escrow Agent, which shall be entitled “[[Escrow Agent:Organization]], as Escrow Agent for ​” All funds received from Subscribers in payment for the Shares (“Subscriber Funds”) will be delivered to the Escrow Agent promptly following the day upon which such Subscriber Funds are received by the Company, Processing Agent or the Dealer Manager and such subscription is accepted by the Company, and shall, upon receipt of good and collected funds by the Escrow Agent, be retained in the Escrow Account by the Escrow Agent and invested as stated below. During the term of this Escrow Agreement, the Company and the Dealer Manager shall cause all checks received by and made payable to each of them in payment for the Shares to be endorsed in favor of the Escrow Agent and delivered to the Escrow Agent for deposit in the Escrow Account. Subscriber Funds also may be wired directly to the Escrow Account using wire instructions provided by the Escrow Agent. Such Subscriber Funds shall be retained in the Escrow Account by the Escrow Agent and invested as set forth in Section 8 and shall be deposited within one (1) business day of receipt.

Within 10 Business Days after the Escrow Release Date (the “Distribution Date”), the Escrow Agent will pay to Seller, by wire transfer to an account or accounts designated by Seller, the remaining balance of the Escrow Funds, less the amount of all Unresolved Claims. For purposes of this Agreement, the term “Unresolved Claims” means, as of the Escrow Release Date, the aggregate amount of all Claims that are the subject of any Dispute Notices that have not previously been resolved or satisfied in accordance with Section 4(a)(ii) or that were otherwise properly and timely asserted under this Agreement but otherwise unsatisfied as of the Escrow Release Date, including any Claims for which an Escrow Notice has been delivered but for which the 30-day objection period has not expired as of the Escrow Release Date.

Release of Adjustment Escrow Funds. Within three (3) Business Days after the date on which the Final Purchase Price is finally determined, the Seller Representative (on behalf of the Sellers) and Buyer shall deliver to the Escrow Agent a joint written instruction directing the Escrow Agent to release and pay to the Sellers in accordance with their respective Pro Rata Percentages, by wire transfer of immediately available funds to the bank account of each Seller designated in such joint written instruction no later than the fifth (5th) Business Day after the date on which the Final Purchase Price is finally determined, an amount equal to the Adjustment Escrow Funds remaining in the Adjustment Escrow Account after giving effect to any payment required pursuant to [Section 2.4(d)(ii)].

“Escrow Release Conditions” means the delivery by the Administrative Agent of the Payment Instruction (as defined in the Escrow Agreement) to the Escrow Agent on the Escrow Funding Date directing the Escrow Agent to release the funds from the Escrow Account.

Upon delivery of the Escrow Funds to a successor escrow agent in accordance with this Section, the Escrow Agent shall thereafter be discharged from any further obligations hereunder. All power, authority, duties and obligations of the Escrow Agent shall apply to any successor escrow agent and all obligations of ​ and Seller to Escrow Agent shall remain.

Claims in Excess of the Escrow Funds. If the amount of any payment required to be made by the Escrow Agent to ​ pursuant to Section 4(a) with respect to an Escrow Notice exceeds the amount of Escrow Funds, the Escrow Agent shall pay to ​ the entire amount of Escrow Funds (including any Escrow Income). Notwithstanding that payment, the rights of ​ or any ​ Indemnified Party under the Purchase Agreement may not be satisfied or extinguished, and any ​ Indemnified Party may be entitled to recover the balance of any amounts owed to them under the Purchase Agreement in accordance with the terms thereof.