Common use of Disbursements from the Escrow Account Clause in Contracts

Disbursements from the Escrow Account. In the event Escrow Agent does not receive the Minimum prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of cleared funds so that refunds are made to each Subscriber of their principal amounts. In the event Escrow Agent receives cleared funds for at least the Minimum prior to the termination of the Escrow Period, and for any point thereafter and Escrow Agent receives a written instruction from Issuer (generally via notification in the API or web dashboard), Escrow Agent shall, pursuant to those instructions, move funds to a Prime Trust Business custodial account in the name of Issuer, the agreement for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution of this Agreement, to perform cash management and reconciliation on behalf of Issuer and for Issuers wholly owned funds, to make any investments as directed by Issuer, as well as to make disbursements if and when requested. Issuer acknowledges that there is a 24 hour (one business day) processing time once a request has been received to break Escrow or otherwise move funds into Issuers Prime Trust custodial account. Issuer hereby irrevocably authorizes Prime Trust to deduct any fees owed to it, as well as to any third parties (and remit funds to such parties) from the Issuers wholly owned gross funds in the custodial account, if and when due. Furthermore, Issuer directs Escrow Agent to accept instructions regarding fees from any registered securities broker in the syndicate, if any.

Disbursements from the Escrow Account. In the event Escrow Agent does not receive written instructions from the Minimum Issuer to release funds from Escrow on or prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of cleared funds so that refunds are made to each Subscriber of their principal amountsin the exact amount received from said Subscriber, without deduction, penalty, or expense to Subscriber. In the event Escrow Agent receives cleared funds for at least the Minimum Amount of the Offering prior to the termination of the Escrow Period, and for any point thereafter Period and Escrow Agent receives a written instruction from Issuer (generally via notification in the API or web dashboard)Issuer, Escrow Agent shall, pursuant to those instructions, move distribute funds from such Escrow Amount pursuant to a Prime Trust Business custodial account the instructions of Issuer. The Escrow Agent shall effect such transfer by the close of business on the date the Escrow Agent receives the written instruction from the Issuer; provided, however if the Escrow Agent receives the written instruction from the Issuer after 2pm Mountain Time, then the Escrow Agent shall effect such transfer by the close of business the on the next succeeding business day. Issuer’s written instructions to Escrow Agent shall certify that all conditions set forth in the name Offering Statement for release of Issuer, funds have been met for a closing of the agreement Offering and include a schedule of deductions from the Escrow Account for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution of this Agreement, to perform cash any funds for management and reconciliation on behalf of Issuer offering and for Issuers wholly owned fundsselling expenses, to make including without limitation, any investments as directed process fees incurred by Issuerthe Escrow Agent, as well as to make disbursements if and when requested. Issuer acknowledges that there is a 24 hour (one business day) processing time once a request has been received to break Escrow or otherwise move funds into Issuers Prime Trust custodial account. Issuer hereby irrevocably authorizes Prime Trust to deduct any fees owed to it, as well as to any third parties (and remit funds to such parties) from the Issuers wholly owned gross funds in proceeds of the custodial accountEscrow Account prior to remitting such funds, if and when due, to Issuer. Furthermore, Issuer directs Escrow Agent is hereby directed to accept instructions regarding fees from any registered securities broker in remit such funds as directed by Issuer directly to the syndicateappropriate parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted pursuant to Issuer’s instructions certain parties), will then be remitted to Issuer as described above.

Disbursements from the Escrow Account. In the event Escrow Agent does not receive written instructions from the Minimum Issuer and Broker to release funds from Escrow on or prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of cleared funds so that refunds are made to each Subscriber of their principal amountsin the exact amount received from said Subscriber, without deduction, penalty, or expense to Subscriber. In the event Escrow Agent receives cleared funds for at least the Minimum Amount of the Offering prior to the termination of the Escrow Period, and for any point thereafter Period and Escrow Agent receives a written instruction from Issuer and Broker (generally via notification in the API or web dashboardapplication programming interface (“API”)), Escrow Agent shall, pursuant to those instructions, move funds to a Prime Trust Business custodial account in the name of Issuer, the agreement for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution of this Agreement, to perform cash management and reconciliation on behalf of Issuer and for Issuers wholly owned funds, to make any investments as directed by Issuer, as well as to make disbursements if and when requested. Issuer acknowledges that there is a 24 hour (one business day) day processing time once a request has been received to break Escrow or otherwise move funds into Issuers Prime Trust custodial account. Issuer hereby irrevocably authorizes Prime Trust to deduct any fees owed to it, as well as to any third parties (and remit funds to such parties) from the Issuers wholly owned gross funds in the custodial account, if and when due. Furthermore, Issuer directs Escrow Agent to accept instructions regarding fees from any registered securities broker in the syndicate, if any.

Disbursements from the Escrow Account. In the event Escrow Agent does not receive the Minimum Amount of the Offering and instructions from the Issuer to release funds from Escrow on or prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of cleared funds so that refunds are made to each Subscriber of their principal amountsin the exact amount received from said Subscriber, without deduction, penalty, or expense to Subscriber. In the event Escrow Agent receives cleared funds for at least the Minimum Amount of the Offering prior to the termination of the Escrow Period, and for any point thereafter Period and Escrow Agent receives a written instruction from Issuer (generally via notification in the API or web dashboardapplication programming interface (“API”)), Escrow Agent shall, pursuant to those instructions, move distribute funds from such Escrow Amount pursuant to a Prime Trust Business custodial account in the name instructions of Issuer, the agreement for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution of this Agreement, to perform cash management and reconciliation on behalf of Issuer and for Issuers wholly owned funds, to make any investments as directed by Issuer, as well as to make disbursements if and when requested. Issuer acknowledges that there is a 24 hour -hour (one business day) processing time once a request has been received to break Escrow. Issuer’s written instructions to Escrow or otherwise move Agent shall certify that all conditions set forth in the Offering Statement for release of funds into Issuers Prime Trust custodial account. Issuer hereby irrevocably authorizes Prime Trust to deduct any fees owed to it, as well as to any third parties (have been met for a closing of the Offering and remit funds to such parties) include a schedule of deductions from the Issuers wholly owned gross funds Escrow Account for any broker fees (as set forth in the custodial accountBroker Services Agreement) and other funds for management and offering and selling expenses from the gross proceeds of the Escrow Account prior to remitting such funds, if and when due, to Issuer. Furthermore, Issuer directs Escrow Agent is hereby directed to accept instructions regarding fees from any registered securities broker in remit such funds as directed by Issuer directly to the syndicateappropriate parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted pursuant to Issuer’s instructions to brokers and other parties, and minus interest earned or accumulated in the Escrow Account) will then be remitted to Issuer as described above.

Disbursements from the Escrow Account. In the event Escrow Agent the Trustee does not receive the Minimum prior to the termination of the Escrow Period, Escrow Agent the Trustee shall terminate Escrow escrow and make a full and prompt return of cleared funds so that refunds are made will be sent to each Subscriber of their principal amountssubscriber in the exact amount received from the subscriber, without deduction, penalty, or expense to the subscriber. In the event Escrow Agent receives cleared funds for at least the Trustee does receive the Minimum prior to the termination of the Escrow Period, and for any point thereafter and Escrow Agent receives a written instruction from in no event will the funds be remitted to the Issuer (generally via notification in until such amounts are fully cleared by the API or web dashboard), Escrow Agent shall, pursuant to those instructions, move funds to a Prime Trust Business custodial account in the name of Issuer, the agreement for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution Trustee as collected funds. For purposes of this Agreement, the term "collected funds" shall mean all funds received by the Trustee which have cleared normal banking channels; specific minimum holding periods are 2 business days for wires, 10 days for checks and 60 days for ACH, which Trustee in all cases may add a "plus 2 business days" period to perform cash management reasonably confirm funds clearance and reconciliation on behalf of Issuer and for Issuers wholly owned fundsmake appropriate records updates. Funds, when remitted to make any investments as directed by Issuerthe issuer, as well as to make disbursements if and when requested. Issuer acknowledges that there is will be deposited in a 24 hour (one non-interest bearing business day) processing time once a request has been received to break Escrow or otherwise move funds into Issuers Prime Trust custodial accountchecking account at BofI Federal Bank established in the name disclosed in the offering documents. Issuer hereby irrevocably authorizes Prime Trust Trustee to deduct any broker fees owed and other funds management and offering selling expenses from gross proceeds of the escrow account prior to it, as well as to any third parties (and remit funds to remitting such parties) from the Issuers wholly owned gross funds in the custodial accountfunds, if and when due, to Issuer. Escrow Agent is hereby directed to remit such funds directly to the broker(s) and other parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted to brokers and other parties, and interest earned or accumulated in the Escrow Account) will then be remitted to Issuers as described earlier. Furthermore, Issuer directs Escrow Agent escrow Trustee to accept instructions regarding fees from any registered securities broker in the syndicate, if any.

Disbursements from the Escrow Account. In the event Escrow Agent does not receive the Minimum Amount of the Offering prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of cleared funds so that refunds are made to each Subscriber of their principal amountsin the exact amount received from said Subscriber, without deduction, penalty, or expense to the Subscriber. In the event Escrow Agent receives cleared funds for at least the Minimum Amount of the Offering prior to the termination of the Escrow Period, and for any point thereafter Period and Escrow Agent receives a written instruction from Issuer (generally via notification in the API or web dashboard)Issuer, Escrow Agent shall, pursuant to those instructions, move funds pay such Escrow Amount for all accepted subscriptions pursuant to a Prime Trust Business custodial account in the name instructions of Issuer, but subject to Escrow Agent’s rights concerning Return Period funds (defined as the agreement for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution time period the Subscriber has to seek a return of this Agreement, to perform cash management and reconciliation on behalf of Issuer and for Issuers wholly owned funds, or to make seek to avoid liability for the funds by claiming the transaction was unauthorized) (First Closing). After the First Closing, with respect to any investments as directed additional collected funds received from Subscribers and held by Escrow Agent prior to the termination date, Escrow Agent shall, upon receipt of written instructions from Issuer, as well as to make disbursements if including identifying additional participating Subscribers and when requested. Issuer acknowledges that there is a 24 hour (one business day) processing time once a request has been received to break the corresponding Escrow or otherwise move funds into Issuers Prime Trust custodial account. Issuer hereby irrevocably authorizes Prime Trust to deduct any fees owed to itAmount, as well as to any third parties (and remit funds to pay such parties) from the Issuers wholly owned gross funds Escrow Amount specified in the custodial accountwritten instructions, if and when duebut subject to Escrow Agent‘s rights concerning Return Period funds (discussed above). Furthermore, Issuer directs The Escrow Agent shall not be required to accept instructions regarding fees from pay any registered securities broker in the syndicate, if any.uncollected funds or any funds which are not available for withdrawal. All parties agree that funds are considered “cleared” as follows:

Disbursements from the Escrow Account. In the event Escrow Agent does not receive the Minimum Amount of the Offering prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of cleared funds so that refunds are made to each Subscriber of their principal amounts. In the event Escrow Agent receives cleared funds for at least the Minimum Amount of the Offering prior to the termination of the Escrow Period, and for any point thereafter and Escrow Agent receives a written instruction from Issuer (generally via notification in the API or web dashboard), Escrow Agent shall, pursuant to those instructions, move funds to a Prime Trust Business custodial account in the name of Issuer, the agreement for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution of this Agreement, to perform cash management and reconciliation on behalf of Issuer and for Issuers Issuer’s wholly owned funds, to make any investments as directed by Issuer, as well as to make disbursements if and when requested. Issuer acknowledges that there is a 24 24-hour (one business day) processing time once a request has been received to break Escrow or otherwise move funds into Issuers Issuer’s Prime Trust custodial account. Issuer hereby irrevocably authorizes Prime Trust to deduct any fees owed to it, as well as to any third parties (and remit funds to such parties) from the Issuers Issuer’s wholly owned gross funds in the custodial account, if and when due. Furthermore, Issuer directs Escrow Agent to accept instructions regarding fees from any registered securities broker in the syndicate, if any.

Disbursements from the Escrow Account. In the event Escrow Agent does not receive written instructions from the Minimum Issuer to release funds from Escrow on or prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of cleared funds so that refunds are made to each Subscriber of their principal amountsin the exact amount received from said Subscriber, without deduction, penalty, or expense to Subscriber. In the event Escrow Agent receives cleared funds for at least the Minimum Maximum Amount of the Offering prior to the termination of the Escrow Period, and for any point thereafter Period and Escrow Agent receives a written instruction from Issuer (generally via notification in the API or web dashboardapplication programming interface ("API")), Escrow Agent shall, pursuant to those instructions, move distribute funds from such Escrow Amount pursuant to a Prime Trust Business custodial account in the name instructions of Issuer, the agreement for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution of this Agreement, to perform cash management and reconciliation on behalf of Issuer and for Issuers wholly owned funds, to make any investments as directed by Issuer, as well as to make disbursements if and when requested. Issuer acknowledges that there is a 24 hour -hour (one business day) processing time once a request has been received to break Escrow. Issuer's written instructions to Escrow or otherwise move Agent shall certify that all conditions set forth in the Offering Statement for release of funds into Issuers Prime Trust custodial account. Issuer hereby irrevocably authorizes Prime Trust to deduct any fees owed to it, as well as to any third parties (have been met for a closing of the Offering and remit funds to such parties) include a schedule of deductions from the Issuers wholly owned gross funds Escrow Account for any broker fees (as set forth in the custodial accountBroker Services Agreement) and other funds for management and offering and selling expenses from the gross proceeds of the Escrow Account prior to remitting such funds, if and when due, to Issuer. Furthermore, Issuer directs Escrow Agent is hereby directed to accept instructions regarding fees from any registered securities broker in remit such funds as directed by Issuer directly to the syndicateappropriate parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted pursuant to Issuer's instructions to brokers and other parties, and does not include interest earned or accumulated in the Escrow Account) will then be remitted to Issuer as described above. Interest earned or accumulated in the Escrow Account shall be retained by the Escrow Agent or distributed to Subscribers as set forth in item 6 below.

Disbursements from the Escrow Account. In the event Escrow Agent (a) does not receive the Minimum full amount of the Offering Proceeds (excluding the Folio Proceeds) prior to the termination of the Escrow PeriodPeriod or (b) receives written instructions from Royalty Flow to release funds from Escrow on or prior to the termination of the Escrow Period in connection with a termination of the Escrow Period in accordance with Section 3(b), Escrow Agent shall terminate Escrow and make a full and prompt return of cleared funds so that refunds are made to each Subscriber of their principal amountsin the exact amount received from said Subscriber, without interest, deduction, penalty, or expense to Subscriber. In the event Escrow Agent receives cleared funds for at least the Minimum aggregate Offering Proceeds, excluding the Folio Proceeds, prior to the termination of the Escrow Period, and for any point thereafter Period and Escrow Agent receives a written instruction from Issuer Royalty Flow and Maxim (generally via notification in the API application programming interface (“API”) or web dashboard), Escrow Agent shall, pursuant to those instructions, move funds to a Prime Trust Business custodial account in the name of IssuerRoyalty Flow, the agreement for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution of this Agreement, to perform cash management and reconciliation on behalf of Issuer Royalty Flow and for Issuers Royalty Flow’s wholly owned funds, to make any investments as directed by IssuerRoyalty Flow, as well as to make disbursements if and when requested. Issuer acknowledges Royalty Flow and Maxim acknowledge that there is a 24 hour (one business day) day processing time once a request has been received to break Escrow or otherwise move funds into Issuers Royalty Flow’s Prime Trust custodial account. Issuer Royalty Flow hereby irrevocably authorizes Prime Trust to deduct any fees owed to it, as well as to any third parties (and remit funds to such parties) from the Issuers Royalty Flow’s wholly owned gross funds in the custodial account, if and when due. Furthermore, Issuer directs Escrow Agent to accept instructions regarding fees from any registered securities broker in the syndicate, if any.

Disbursements from the Escrow Account. In the event Escrow Agent does not receive instructions from the Minimum Issuer to disburse funds held in the Escrow Account at or prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow Account and make a full and prompt return of cleared funds so that refunds are made to each Subscriber of their principal amountsin the exact amount received from said Subscriber, without deduction, penalty, or expense to the Subscriber. In the event Escrow Agent receives cleared funds for at least the Minimum prior to the termination of the termination of the Escrow Period, and for any point thereafter Period and Escrow Agent receives a written instruction from Issuer (generally via notification in the API or web dashboardAPI), Escrow Agent shall, pursuant to those instructions, move funds pay such Escrow Amount for all accepted subscriptions pursuant to a Prime Trust Business custodial account in the name instructions of Issuer, but subject to Escrow Agent’s rights concerning Return Period funds (defined as the agreement for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution time period the Subscriber has to seek a return of this Agreement, to perform cash management and reconciliation on behalf of Issuer and for Issuers wholly owned funds, or to make seek to avoid liability for the funds by claiming the transaction was unauthorized) (First Closing). After the First Closing, with respect to any investments as directed additional collected funds received from Subscribers and held by Escrow Agent prior to the termination date, Escrow Agent shall, upon receipt of written instructions from Issuer, as well as including identifying additional participating Subscribers and the corresponding Escrow Amount, pay such Escrow Amount specified in the written instructions, but subject to make disbursements if and when requestedEscrow Agent’s rights concerning Return Period funds (discussed above). Issuer acknowledges that there is a 24 24-hour (one business day) processing time once a request has been received to break Escrow or otherwise move funds. This is to accommodate the time needed to compare the request to the offering documents, to ensure AML has been completed, and to prepare funds into Issuers Prime Trust custodial accountfor disbursement. Issuer hereby irrevocably authorizes Prime Trust Escrow Agent to deduct any broker fees owed to it, as well as to any third parties (and remit other funds to such parties) for management and offering and selling expenses from the Issuers wholly owned gross funds in proceeds of the custodial accountEscrow Account prior to remitting such funds, if and when due, to Issuer. Escrow Agent is hereby directed to remit such funds directly to the broker(s) and other parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted to brokers and other parties, and interest earned or accumulated in the Escrow Account) will then be remitted to Issuer as described above. Furthermore, Issuer directs Escrow Agent to accept instructions regarding fees from any registered securities broker in the syndicate, if any.

Disbursements from the Escrow Account. In the event Escrow Agent does not receive the Minimum disbursement instruction prior to the termination of the Escrow PeriodOffering, Escrow Agent shall terminate Escrow Account and make a full and prompt return of cleared funds so that refunds are made to each Subscriber of their principal amounts. In the event Escrow Agent receives cleared funds for at least the Minimum prior to the termination of the Escrow Period, and for any point thereafter and Escrow Agent receives a written instruction from Issuer (generally via notification in the API or web dashboard), Escrow Agent shall, pursuant to those instructionsinstructions and in accordance with the terms of this Agreement, move funds to a Prime Trust Business custodial account in the name of Issuer, the agreement for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution of this Agreement, to perform cash management and reconciliation on behalf of Issuer and for Issuers wholly owned funds, to make any investments as directed by Issuer, as well as to make disbursements if and when requested. Issuer acknowledges that there is a 24 24-hour (one business day) processing time once a request has been received to break transfer funds from the Escrow Account or otherwise move funds into Issuers Prime Trust custodial account. Issuer hereby irrevocably authorizes Prime Trust to deduct any fees owed to it, as well as to any third parties (and remit funds to such parties) from the Issuers wholly owned gross funds in the custodial account, if and when due. Furthermore, Issuer directs Escrow Agent to accept instructions regarding fees from any registered securities broker in the syndicate, if any.

Disbursements from the Escrow Account. In the event Escrow Agent does not receive instructions from the Minimum Portal to release funds from the Escrow Account on or prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow escrow and make a full and prompt return of cleared funds in the Escrow Account so that refunds are made to each Subscriber of their principal amountsSubscriber. In the event Escrow Agent receives cleared funds for at least the Minimum Maximum Amount of the Offering prior to the termination of the Escrow Period, and for any point thereafter Period and Escrow Agent and receives a written instruction from Issuer Portal (generally via notification in the API application programming interface (“API”), provided such instruction is issued at or web dashboard)after the Minimum Offering Period, Escrow Agent shall, pursuant to those instructions, move funds to a Prime Trust Business custodial account in the name of Issuer, the agreement for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution of this Agreement, to perform cash management and reconciliation on behalf of Issuer and for Issuers Issuer’s wholly owned funds, to make any investments as directed by Issuer, as well as and to make disbursements if and when requested. Issuer acknowledges that there is up to a 24 hour (one three business day) day processing time once a request Escrow Agent has been received notification to break release funds from escrow to the Issuer’s custodial account in accordance with the terms of this Agreement. Escrow Agent is hereby directed to remit funds due to Portal or otherwise move funds into Issuers Prime Trust other Issuer service providers, from Issuer’s custodial account. , as directed by Portal directly to the appropriate Parties, if any, to which they are due Furthermore, Issuer hereby irrevocably authorizes Prime Trust PrimeTrust to deduct any and all fees owed to it, for its services from Issuer’s funds on account as well as to any third parties (and remit funds to such parties) from the Issuers wholly owned gross funds in the custodial account, if and when due. Furthermore, Issuer directs Escrow Agent to accept instructions regarding a non-exclusive remedy for collecting fees from any registered securities broker in the syndicate, if anyfor its services.

Disbursements from the Escrow Account. In the event Escrow Agent does not receive the Minimum prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of cleared funds so that refunds are made to each Subscriber of their principal amounts. In the event Escrow Agent receives cleared funds for at least the Minimum prior to the termination of the Escrow Period, and for any point thereafter and Escrow Agent receives a written instruction from Issuer (generally via notification in the API or web dashboard), Escrow Agent shall, pursuant to those instructions, move funds to a Prime Trust Business custodial account in the name of Issuer, the agreement for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution of this Agreement, to perform cash management and reconciliation on behalf of Issuer and for Issuers wholly owned funds, to make any investments as directed by Issuer, as well as to make disbursements if and when requested. Issuer acknowledges that there is a 24 hour (one business day) processing time once a request has been received to break Escrow or otherwise move funds into Issuers Prime Trust custodial account. Issuer hereby irrevocably authorizes Prime Trust to deduct any fees owed to it, as well as to any third parties (and remit funds to such parties) from the Issuers wholly owned gross funds in the custodial account, if and when due. Furthermore, Issuer directs Escrow Agent to accept instructions regarding fees from any registered securities broker in the syndicate, if any.. Furthermore, Issuer directs Escrow Agent to accept disbursement instructions from StartEngine Crowdfunding, Inc.

Disbursements from the Escrow Account. In the event Escrow Agent does not receive written instructions from the Minimum Issuer and WRH+Co to release funds from the Escrow Account on or prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow Account and make a full and prompt return of cleared funds so that refunds are made to each Subscriber of their principal amountsin the exact amount received from said Subscriber, without deduction, penalty, or expense to Subscriber. In the event Escrow Agent receives cleared funds for at least the Minimum Amount of the Offering prior to the termination of the Escrow Period, and for any point thereafter Period and Escrow Agent receives a written instruction from Issuer and WRH+Co (generally via notification in the API or web dashboardapplication programming interface (“API”)), Escrow Agent shall, pursuant to those instructions, move distribute funds from such Escrow Account pursuant to a Prime Trust Business custodial account in the name instructions of Issuer, the agreement for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution of this Agreement, to perform cash management and reconciliation on behalf of . Issuer and for Issuers wholly owned funds, to make any investments as directed by Issuer, as well as to make disbursements if and when requested. Issuer acknowledges WRH+Co acknowledge that there is a 24 24-hour (one business day) processing time once a request has been received to break escrow. Issuer’s and WRH+Co’s written instructions to Escrow or otherwise move Agent shall certify that all conditions set forth in the Offering Statement for release of funds into Issuers Prime Trust custodial account. Issuer hereby irrevocably authorizes Prime Trust to deduct any fees owed to it, as well as to any third parties (have been met for a closing of the Offering and remit funds to such parties) include a schedule of deductions from the Issuers wholly owned Escrow Account for any funds for management and offering and selling expenses from the gross funds in proceeds of the custodial accountEscrow Account prior to remitting such funds, if and when due, to Issuer. Furthermore, Issuer directs Escrow Agent is hereby directed to accept instructions regarding fees from any registered securities broker in remit such funds as directed by Issuer directly to the syndicateappropriate parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted pursuant to Issuer’s instructions to brokers and other parties, and minus interest earned or accumulated in the Escrow Account) will then be remitted to Issuer as described above. Interest earned or accumulated in the Escrow Account shall be retained by the Escrow Agent or distributed to Subscribers as set forth in item 6 below.

Disbursements from the Escrow Account. In the event Escrow Agent does not receive written instructions from the Minimum Issuer and Broker to release funds from Escrow on or prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of cleared funds so that refunds are made to each Subscriber of their principal amountsin the exact amount received from said Subscriber, without deduction, penalty, or expense to Subscriber. In the event Escrow Agent receives cleared funds for at least the Minimum Amount of the Offering prior to the termination of the Escrow Period, and for any point thereafter Period and Escrow Agent receives a written instruction from Issuer and Broker (generally via notification in the API or web dashboardapplication programming interface (“API”)), Escrow Agent shall, pursuant to those instructions, move funds to a Prime Trust Business custodial account in the name of Issuer, the agreement for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution of this Agreement, to perform cash management and reconciliation on behalf of Issuer and for Issuers wholly owned funds, to make any investments as directed by Issuer, as well as to make disbursements if and when requested. Issuer acknowledges that there is a 24 hour (one business day) day processing time once a request has been received to break Escrow or otherwise move funds into Issuers Prime Trust custodial account. Issuer hereby irrevocably authorizes Prime Trust to deduct any fees owed to it, as well as to any third parties (and remit funds to such parties) it from the Issuers wholly owned gross funds in the custodial account, if and when due. Furthermore, Issuer directs Escrow Agent to accept instructions regarding fees from any registered securities broker in the syndicate, if any.

Disbursements from the Escrow Account. In the event Escrow Agent does not receive the Minimum prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of cleared funds so that refunds are made to each Subscriber of their principal amountsin the exact amount received from said Subscriber, without deduction, penalty, or expense to the Subscriber. In the event Escrow Agent receives cleared funds for at least the Minimum prior to the termination of the Escrow Period, and for any point thereafter Period and Escrow Agent receives a written instruction from Issuer (generally via notification in the API or web dashboardAPI), Escrow Agent shall, pursuant to those instructions, move funds pay such Escrow Amount for all accepted subscriptions pursuant to a Prime Trust Business custodial account in the name instructions of Issuer, but subject to Escrow Agent's rights concerning Return Period funds (defined as the agreement for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution time period the Subscriber has to seek a return of this Agreement, to perform cash management and reconciliation on behalf of Issuer and for Issuers wholly owned funds, or to make seek to avoid liability for the funds by claiming the transaction was unauthorized) (First Closing). After the First Closing, with respect to any investments as directed additional collected funds received from Subscribers and held by Escrow Agent prior to the termination date, Escrow Agent shall, upon receipt of written instructions from Issuer, as well as including identifying additional participating Subscribers and the corresponding Escrow Amount, pay such Escrow Amount specified in the written instructions, but subject to make disbursements if and when requestedEscrow Agent's rights concerning Return Period funds (discussed above). Issuer acknowledges that there is a 24 hour (one business day) processing time once a request has been received to break Escrow or otherwise move funds. This is to accommodate the time needed to compare the request to the offering documents, to ensure AML has been completed, and to prepare funds into Issuers Prime Trust custodial accountfor disbursement. Issuer hereby irrevocably authorizes Prime Trust Escrow Agent to deduct any broker fees owed to it, as well as to any third parties (and remit other funds to such parties) for management and offering and selling expenses from the Issuers wholly owned gross funds in proceeds of the custodial accountEscrow Account prior to remitting such funds, if and when due, to Issuer. Escrow Agent is hereby directed to remit such funds directly to the broker(s) and other parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted to brokers and other parties, and interest earned or accumulated in the Escrow Account) will then be remitted to Issuer as described above. Furthermore, Issuer directs Escrow Agent to accept instructions regarding fees from any registered securities broker in the syndicate, if any.

Disbursements from the Escrow Account. In the event Escrow Agent does not receive written instructions from the Minimum Issuer and Hxxxxxxxx to release funds from Escrow on or prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of cleared funds so that refunds are made to each Subscriber of their principal amountsin the exact amount received from said Subscriber, without deduction, penalty, or expense to Subscriber. In the event Escrow Agent receives cleared funds for at least the Minimum Amount of the Offering prior to the termination of the Escrow Period, and for any point thereafter Period and Escrow Agent receives a written instruction from Issuer and Hxxxxxxxx (generally via notification in the API or web dashboardapplication programming interface (“API”)), Escrow Agent shall, pursuant to those instructions, move distribute funds from such Escrow Amount pursuant to a Prime Trust Business custodial account in the name instructions of Issuer, the agreement for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution of this Agreement, to perform cash management and reconciliation on behalf of . Issuer and for Issuers wholly owned funds, to make any investments as directed by Issuer, as well as to make disbursements if and when requested. Issuer acknowledges Hxxxxxxxx acknowledge that there is a 24 hour -hour (one business day) processing time once a request has been received to break Escrow. Issuer’s and Hxxxxxxxx’x written instructions to Escrow or otherwise move Agent shall certify that all conditions set forth in the Offering Statement for release of funds into Issuers Prime Trust custodial account. Issuer hereby irrevocably authorizes Prime Trust to deduct any fees owed to it, as well as to any third parties (have been met for a closing of the Offering and remit funds to such parties) include a schedule of deductions from the Issuers wholly owned Escrow Account for any funds for management and offering and selling expenses from the gross funds in proceeds of the custodial accountEscrow Account prior to remitting such funds, if and when due, to Issuer. Furthermore, Issuer directs Escrow Agent is hereby directed to accept instructions regarding fees from any registered securities broker in remit such funds as directed by Issuer directly to the syndicateappropriate parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted pursuant to Issuer’s instructions to brokers and other parties, and minus interest earned or accumulated in the Escrow Account) will then be remitted to Issuer as described above.

Disbursements from the Escrow Account. In the event Escrow Agent does not receive the Minimum prior to Company’s listing application with The Nasdaq Stock Market is denied, the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of cleared funds so that refunds are made to each Subscriber of their principal amounts. In the event Escrow Agent receives cleared funds for at least the Minimum prior to the termination of the Escrow Period, Company’s listing application with The Nasdaq Stock Market is accepted and for any point thereafter and Escrow Agent receives a written instruction from Issuer (generally via notification in the API or web dashboard), Escrow Agent shall, pursuant to those instructions, move funds to a Prime Trust Business custodial account in the name of Issuer, the agreement for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution of this Agreement, to perform cash management and reconciliation on behalf of Issuer and for Issuers wholly owned funds, to make any investments as directed by Issuer, as well as to make disbursements if and when requested. Issuer acknowledges that there is a 24 hour (one business day) processing time once a request has been received to break Escrow or otherwise move funds into Issuers Prime Trust custodial account. Issuer hereby irrevocably authorizes Prime Trust to deduct any fees owed to it, as well as to any third parties (and remit funds to such parties) from the Issuers wholly owned gross funds in the custodial account, if and when due. Furthermore, Issuer directs Escrow Agent to accept instructions regarding fees from any registered securities broker in the syndicate, if any.

Disbursements from the Escrow Account. In the event Escrow Agent does not receive the Minimum prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of cleared funds so that refunds are made to each Subscriber of their principal amountsin the exact amount received from said Subscriber, without deduction, penalty, or expense to the Subscriber. In the event Escrow Agent receives cleared funds for at least the Minimum prior to the termination of the Escrow Period, and for any point thereafter Period and Escrow Agent receives a written instruction from Issuer (generally via notification in the API or web dashboardAPI), Escrow Agent shall, pursuant to those instructions, move funds pay such Escrow Amount for all accepted subscriptions pursuant to a Prime Trust Business custodial account in the name instructions of Issuer, but subject to Escrow Agent’s rights concerning Return Period funds (defined as the agreement for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution time period the Subscriber has to seek a return of this Agreement, to perform cash management and reconciliation on behalf of Issuer and for Issuers wholly owned funds, or to make seek to avoid liability for the funds by claiming the transaction was unauthorized) (First Closing). After the First Closing, with respect to any investments as directed additional collected funds received from Subscribers and held by Escrow Agent prior to the termination date, Escrow Agent shall, upon receipt of written instructions from Issuer, as well as including identifying additional participating Subscribers and the corresponding Escrow Amount, pay such Escrow Amount specified in the written instructions, but subject to make disbursements if and when requestedEscrow Agent‘s rights concerning Return Period funds (discussed above). Issuer acknowledges that there is a 24 hour (one business day) processing time once a request has been received to break Escrow or otherwise move funds. This is to accommodate the time needed to compare the request to the offering documents, to ensure AML has been completed, and to prepare funds into Issuers Prime Trust custodial accountfor disbursement. Issuer hereby irrevocably authorizes Prime Trust Escrow Agent to deduct any broker fees owed to it, as well as to any third parties (and remit other funds to such parties) for management and offering and selling expenses from the Issuers wholly owned gross funds in proceeds of the custodial accountEscrow Account prior to remitting such funds, if and when due, to Issuer. Escrow Agent is hereby directed to remit such funds directly to the broker(s) and other parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted to brokers and other parties, and interest earned or accumulated in the Escrow Account) will then be remitted to Issuer as described above. Furthermore, Issuer directs Escrow Agent to accept instructions regarding fees from any registered securities broker in the syndicate, if any.

Disbursements from the Escrow Account. In the event Escrow Agent does not receive written instructions from the Minimum Issuer to release funds from Escrow on or prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of cleared funds so that refunds are made to each Subscriber of their principal amountsin the exact amount received from said Subscriber, without deduction, penalty, or expense to Subscriber. In the event Escrow Agent receives cleared funds for at least the Minimum Maximum Amount of the Offering prior to the termination of the Escrow Period, and for any point thereafter Period and Escrow Agent receives a written instruction from Issuer (generally via notification in the API or web dashboardapplication programming interface ("API")), Escrow Agent shall, pursuant to those instructions, move distribute funds from such Escrow Amount pursuant to a Prime Trust Business custodial account in the name instructions of Issuer, the agreement for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution of this Agreement, to perform cash management and reconciliation on behalf of Issuer and for Issuers wholly owned funds, to make any investments as directed by Issuer, as well as to make disbursements if and when requested. Issuer acknowledges that there is a 24 hour -hour (one business day) processing time once a request has been received to break Escrow. Issuer's written instructions to Escrow or otherwise move Agent shall certify that all conditions set forth in the Offering Statement for release of funds into Issuers Prime Trust custodial account. Issuer hereby irrevocably authorizes Prime Trust to deduct any fees owed to it, as well as to any third parties (have been met for a closing of the Offering and remit funds to such parties) include a schedule of deductions from the Issuers wholly owned gross funds Escrow Account for any broker fees (as set forth in the custodial accountBroker Services Agreement) and other funds for management and offering and selling expenses from the gross proceeds of the Escrow Account prior to remitting such funds, if and when due, to Issuer. Furthermore, Issuer directs Escrow Agent is hereby directed to accept instructions regarding fees from any registered securities broker in remit such funds as directed by Issuer directly to the syndicateappropriate parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted pursuant to Issuer's instructions to brokers and other parties, and does not include interest earned or accumulated in the Escrow Account) will then be remitted to Issuer as described above.

Disbursements from the Escrow Account. In the event Escrow Agent (a) does not receive the Minimum full amount of the Offering Proceeds prior to the termination of the Escrow PeriodPeriod or (b) receives written instructions from Aspen REIT to release funds from Escrow on or prior to the termination of the Escrow Period in connection with a termination of the Escrow Period in accordance with Section 3(b), Escrow Agent shall terminate Escrow and make a full and prompt return of cleared funds so that refunds are made to each Subscriber of their principal amountsin the exact amount received from said Subscriber, without interest, deduction, penalty, or expense to Subscriber. In the event Escrow Agent receives cleared funds for at least the Minimum aggregate Offering Proceeds prior to the termination of the Escrow Period, and for any point thereafter Period and Escrow Agent receives a written instruction from Issuer Aspen REIT and Maxim (generally via notification in the API application programming interface (“API”) or web dashboard), Escrow Agent shall, pursuant to those instructions, move funds to a Prime Trust Business custodial account in the name of IssuerAspen REIT, the agreement for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution of this Agreement, to perform cash management and reconciliation on behalf of Issuer Aspen REIT and for Issuers Aspen REIT’s wholly owned funds, to make any investments as directed by IssuerAspen REIT, as well as to make disbursements if and when requested. Issuer acknowledges Aspen REIT and Maxim acknowledge that there is a 24 hour (one business day) day processing time once a request has been received to break Escrow or otherwise move funds into Issuers Aspen REIT’s Prime Trust custodial account. Issuer Aspen REIT hereby irrevocably authorizes Prime Trust to deduct any fees owed to it, as well as to any third parties (and remit funds to such parties) from the Issuers Aspen REIT’s wholly owned gross funds in the custodial account, if and when due. Furthermore, Issuer directs Escrow Agent to accept instructions regarding fees from any registered securities broker in the syndicate, if any.

Disbursements from the Escrow Account. In the event Escrow Agent does not receive the Minimum prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of cleared funds so that refunds are made to each Subscriber of their principal amounts. In the event Escrow Agent receives cleared funds for at least the Minimum prior to the termination of the Escrow Period, and for any point thereafter Period and Escrow Agent receives a written instruction from Issuer (generally via notification in the API or web dashboardAPI), Escrow Agent shall, pursuant to those instructions, move funds pay such Escrow Amount for all accepted subscriptions pursuant to a Prime Trust Business custodial account in the name instructions of Issuer, but subject to Escrow Agent’s rights concerning Return Period funds (defined as the agreement for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution time period the Subscriber has to seek a return of this Agreement, to perform cash management and reconciliation on behalf of Issuer and for Issuers wholly owned funds, or to make seek to avoid liability for the funds by claiming the transaction was unauthorized) (“First Closing”). After the First Closing, with respect to any investments as directed additional collected funds received from Subscribers and held by Escrow Agent prior to the termination date, Escrow Agent shall, upon receipt of written instructions from Issuer, as well as including identifying additional participating Subscribers and the corresponding Escrow Amount, pay such Escrow Amount specified in the written instructions, but subject to make disbursements if and when requestedEscrow Agent’s rights concerning Return Period funds (discussed above). Issuer acknowledges that there is a 24 hour (one business day) processing time once a request has been received to break Escrow or otherwise move funds. This is to accommodate the time needed to compare the request to the offering documents, to ensure AML has been completed, and to prepare funds into Issuers Prime Trust custodial accountfor disbursement. Issuer hereby irrevocably authorizes Prime Trust Escrow Agent to deduct any broker fees owed to it, as well as to any third parties (and remit other funds to such parties) for management and offering and selling expenses from the Issuers wholly owned gross funds in proceeds of the custodial accountEscrow Account prior to remitting such funds, if and when due, to Issuer. Escrow Agent is hereby directed to remit such funds directly to the broker(s) and other parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted to brokers and other parties, and interest earned or accumulated in the Escrow Account) will then be remitted to Issuer as described above. Furthermore, Issuer directs Escrow Agent to accept instructions regarding fees from any registered securities broker in the syndicate, if any.

Disbursements from the Escrow Account. In the event Escrow Agent Trustee does not receive the Minimum Amount of the Offering on or prior to the termination of the Escrow Period, Escrow Agent Trustee shall terminate Escrow and make a full and prompt return of cleared funds so that refunds are made to each Subscriber of their principal amountsin the exact amount received from said Subscriber, without deduction, penalty, or expense to Subscriber. In the event Escrow Agent Trustee receives cleared funds for at least the Minimum Amount of the Offering prior to the termination of the Escrow Period, Period and for any point thereafter and Escrow Agent Trustee receives a written instruction from Issuer (generally via notification in the API or web dashboardAPI), Escrow Agent Trustee shall, pursuant to those instructions, move distribute funds from such Escrow Amount pursuant to a Prime Trust Business custodial account in the name instructions of Issuer, the agreement for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution of this Agreement, to perform cash management and reconciliation on behalf of Issuer and for Issuers wholly owned funds, to make any investments as directed by Issuer, as well as to make disbursements if and when requested. Issuer acknowledges that there is a 24 24-hour (one business day) processing time once a request has been received to break Escrow or otherwise move Escrow. Issuer’s written instructions to Trustee shall certify that all conditions set forth in the Offering Statement for release of funds into Issuers Prime Trust custodial account. Issuer hereby irrevocably authorizes Prime Trust to deduct any fees owed to it, as well as to any third parties (have been met for a closing of the Offering and remit funds to such parties) include a schedule of deductions from the Issuers wholly owned Escrow Account for any broker fees and other funds for management and offering and selling expenses from the gross funds in proceeds of the custodial accountEscrow Account prior to remitting such funds, if and when due, to Issuer. Trustee is hereby directed to remit such funds as directed by Issuer directly to the broker(s) and other parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted pursuant to Issuer’s instructions to brokers and other parties, and interest earned or accumulated in the Escrow Account) will then be remitted to Issuer as described above. Furthermore, Issuer directs Escrow Agent Trustee to accept instructions regarding fees from any registered securities broker in the syndicate, if any.

Disbursements from the Escrow Account. In the event Escrow Agent does not receive the Minimum Amount of the Offering on or prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of cleared funds so that refunds are made to each Subscriber of their principal amountsin the exact amount received from said Subscriber, without deduction, penalty, or expense to Subscriber. In the event Escrow Agent receives cleared funds for at least the Minimum Amount of the Offering prior to the termination of the Escrow Period, and for any point thereafter Period and Escrow Agent receives a written instruction from Issuer (generally via notification in the API or web dashboardapplication programming interface (“API”)), Escrow Agent shall, pursuant to those instructions, move distribute funds from such Escrow Amount pursuant to a Prime Trust Business custodial account in the name instructions of Issuer, the agreement for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution of this Agreement, to perform cash management and reconciliation on behalf of Issuer and for Issuers wholly owned funds, to make any investments as directed by Issuer, as well as to make disbursements if and when requested. Issuer acknowledges that there is a 24 24-hour (one business day) processing time once a request has been received to break Escrow. Issuer’s written instructions to Escrow or otherwise move Agent shall certify that all conditions set forth in the Offering Statement for release of funds into Issuers Prime Trust custodial account. Issuer hereby irrevocably authorizes Prime Trust to deduct any fees owed to it, as well as to any third parties (have been met for a closing of the Offering and remit funds to such parties) include a schedule of deductions from the Issuers wholly owned Escrow Account for any broker fees and other funds for management and offering and selling expenses from the gross funds in proceeds of the custodial accountEscrow Account prior to remitting such funds, if and when due, to Issuer. Escrow Agent is hereby directed to remit such funds as directed by Issuer directly to the broker(s) and other parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted pursuant to Issuer’s instructions to brokers and other parties, and does not include interest earned or accumulated in the Escrow Account) will then be remitted to Issuer as described above. Furthermore, Issuer directs Escrow Agent to accept instructions regarding fees from any registered securities broker in the syndicate, if any, only with Issuer’s written approval.

Disbursements from the Escrow Account. In the event Escrow Agent does not receive the Minimum Amount of the Offering prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of cleared funds so that refunds are made to each Subscriber of their principal amounts. In the event Escrow Agent receives cleared funds for at least the Minimum Amount of the Offering prior to the termination of the Escrow Period, and for any point thereafter and Escrow Agent receives a written instruction from Issuer (generally via notification in the API or web dashboard), Escrow Agent shall, pursuant to those instructions, move funds to a Prime Trust Business custodial account in the name of Issuer, the agreement for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution of this Agreement, to perform cash management and reconciliation on behalf of Issuer and for Issuers wholly owned funds, to make any investments as directed by Issuer, as well as to make disbursements if and when requested. Issuer acknowledges that there is a 24 24-hour (one business day) processing time once a request has been received to break Escrow or otherwise move funds into Issuers Prime Trust custodial account. Issuer hereby irrevocably authorizes Prime Trust to deduct any fees owed to it, as well as to any third parties (and remit funds to such parties) from the Issuers wholly owned gross funds in the custodial account, if and when due. Furthermore, Issuer directs Escrow Agent to accept instructions regarding fees from any registered securities broker in the syndicate, if any.

Disbursements from the Escrow Account. In the event Escrow Agent does not receive the Minimum Amount of the Offering prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of cleared funds so that refunds are made to each Subscriber of their principal amountsin the exact amount received from said Subscriber, without deduction, penalty, or expense to the Subscriber. In the event Escrow Agent receives cleared funds for at least the Minimum Amount of the Offering prior to the termination of the Escrow Period, and for any point thereafter Period and Escrow Agent receives a written instruction from Issuer (generally via notification in the API or web dashboard)and Monarch, Escrow Agent shall, pursuant to those instructions, move funds pay such Escrow Amount for all accepted subscriptions pursuant to a Prime Trust Business custodial account in the name of Issuer, the agreement for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution of this Agreement, to perform cash management and reconciliation on behalf instructions of Issuer and for Issuers wholly owned Monarch, but subject to Escrow Agent’s rights concerning Return Period funds (defined as the time period the Subscriber has to seek a return of funds, or to make seek to avoid liability for the funds by claiming the transaction was unauthorized) (“First Closing”). After the First Closing, with respect to any investments as directed additional collected funds received from Subscribers and held by IssuerEscrow Agent prior to the termination date, as well as Escrow Agent shall, upon receipt of written instructions from Issuer and Monarch, including identifying additional participating Subscribers and the corresponding Escrow Amount, pay such Escrow Amount specified in the written instructions, but subject to make disbursements if and when requestedEscrow Agent‘s rights concerning Return Period funds (discussed above). Issuer acknowledges that there is up to a 24 hour (one business day) maximum processing time once a request has been received to break Escrow or otherwise move funds. This is to accommodate the time needed to compare the request to the offering documents, to ensure AML has been completed, and to prepare funds into Issuers Prime Trust custodial accountfor disbursement. Issuer hereby irrevocably authorizes Prime Trust Escrow Agent to deduct any broker fees owed to it, as well as to any third parties (and remit other funds to such parties) for management and offering and selling expenses from the Issuers wholly owned gross funds in proceeds of the custodial accountEscrow Account prior to remitting such funds, if and when due, to Issuer. Escrow Agent is hereby directed to remit such funds directly to the broker(s) and other parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted to brokers and other parties, and interest earned or accumulated in the Escrow Account) will then be remitted to Issuer as described above. Furthermore, Issuer directs Escrow Agent to accept instructions regarding fees from any registered securities broker in the syndicate, if anyMonarch.

Disbursements from the Escrow Account. In the event Escrow Agent does not receive written instructions from the Minimum Issuer to release funds from Escrow on or prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of cleared funds so that refunds are made to each Subscriber of their principal amountsin the exact amount received from said Subscriber, without deduction, penalty, or expense to Subscriber. In the event Escrow Agent receives cleared funds for at least the Minimum Amount of the Offering prior to the termination of the Escrow Period, and for any point thereafter Period and Escrow Agent receives a written instruction from Issuer (generally via notification in the API or web dashboard)Issuer, Escrow Agent shall, pursuant to those instructions, move distribute funds from such Escrow Amount pursuant to a Prime Trust Business custodial account the instructions of Issuer. The Escrow Agent shall effect such transfer by the close of business on the date the Escrow Agent receives the written instruction from the Issuer; provided, however if the Escrow Agent receives the written instruction from the Issuer after 2pm Mountain Time, then the Escrow Agent shall effect such transfer by the close of business on the next succeeding business day. Issuer’s written instructions to Escrow Agent shall certify that all conditions set forth in the name Offering Statement for release of Issuer, funds have been met for a closing of the agreement Offering and include a schedule of deductions from the Escrow Account for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution of this Agreement, to perform cash any funds for management and reconciliation on behalf of Issuer offering and for Issuers wholly owned fundsselling expenses, to make including without limitation, any investments as directed process fees incurred by Issuerthe Escrow Agent, as well as to make disbursements if and when requested. Issuer acknowledges that there is a 24 hour (one business day) processing time once a request has been received to break Escrow or otherwise move funds into Issuers Prime Trust custodial account. Issuer hereby irrevocably authorizes Prime Trust to deduct any fees owed to it, as well as to any third parties (and remit funds to such parties) from the Issuers wholly owned gross funds in proceeds of the custodial accountEscrow Account prior to remitting such funds, if and when due, to Issuer. Furthermore, Issuer directs Escrow Agent is hereby directed to accept instructions regarding fees from any registered securities broker in remit such funds as directed by Issuer directly to the syndicateappropriate parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted pursuant to Issuer’s instructions certain parties), will then be remitted to Issuer as described above.

Disbursements from the Escrow Account. In the event Escrow Agent does not receive written instructions from the Minimum Issuer and Hxxxxxxxx to release funds from Escrow on or prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of cleared funds so that refunds are made to each Subscriber of their principal amountsin the exact amount received from said Subscriber, without deduction, penalty, or expense to Subscriber. In the event Escrow Agent receives cleared funds for at least the Minimum Amount of the Offering prior to the termination of the Escrow Period, and for any point thereafter Period and Escrow Agent receives a written instruction from Issuer and Hxxxxxxxx (generally via notification in the API or web dashboardapplication programming interface (“API”)), Escrow Agent shall, pursuant to those instructions, move distribute funds from such Escrow Amount pursuant to a Prime Trust Business custodial account in the name instructions of Issuer, the agreement for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution of this Agreement, to perform cash management and reconciliation on behalf of . Issuer and for Issuers wholly owned funds, to make any investments as directed by Issuer, as well as to make disbursements if and when requested. Issuer acknowledges Hxxxxxxxx acknowledge that there is a 24 hour -hour (one business day) processing time once a request has been received to break Escrow. Issuer’s and Hxxxxxxxx’x written instructions to Escrow or otherwise move Agent shall certify that all conditions set forth in the Offering Statement for release of funds into Issuers Prime Trust custodial account. Issuer hereby irrevocably authorizes Prime Trust to deduct any fees owed to it, as well as to any third parties (have been met for a closing of the Offering and remit funds to such parties) include a schedule of deductions from the Issuers wholly owned Escrow Account for any funds for management and offering and selling expenses from the gross funds in proceeds of the custodial accountEscrow Account prior to remitting such funds, if and when due, to Issuer. Furthermore, Issuer directs Escrow Agent is hereby directed to accept instructions regarding fees from any registered securities broker in remit such funds as directed by Issuer directly to the syndicateappropriate parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted pursuant to Issuer’s instructions to brokers and other parties, and minus interest earned or accumulated in the Escrow Account) will then be remitted to Issuer as described above. Interest earned or accumulated in the Escrow Account shall be retained by the Escrow Agent or distributed to Subscribers as set forth in item 6 below.

Disbursements from the Escrow Account. In the event Escrow Agent does not receive the Minimum prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of cleared funds so that refunds are made to each Subscriber of their principal amounts. In the event Escrow Agent receives cleared funds for at least the Minimum prior to the termination of the Escrow Period, and for any point thereafter and Escrow Agent receives a written instruction from Issuer (generally via notification in the API or web dashboard), Escrow Agent shall, pursuant to those instructions, move funds to a Prime Trust Business custodial account in the name of Issuer, the agreement for which is hereby incorporated into this Agreement by reference and will be considered duly signed upon execution of this Agreement, to perform cash management and reconciliation on behalf of Issuer and for Issuers wholly owned funds, to make any investments as directed by Issuer, as well as to make disbursements if and when requested. Issuer acknowledges that there is a 24 hour (one business day) processing time once a request has been received to break Escrow or otherwise move funds into Issuers Prime Trust custodial account. Issuer hereby irrevocably authorizes Prime Trust to deduct any fees owed to it, as well as to any third parties (and remit funds to such parties) from the Issuers wholly owned gross funds in the custodial account, if and when due. Furthermore, Issuer directs Escrow Agent to accept instructions regarding fees from any registered securities broker brokers in the syndicate, if any, or from the API integrated platform or portal through which this offering is being conducted, if any.