Common use of Deposits in the Escrow Account Clause in Contracts

Deposits in the Escrow Account. During the Escrow Period, the Dealer Manager and the Selected Dealers will promptly deliver any monies received from subscribers for the payment of Shares to the Escrow Agent for deposit in the Escrow Account, and the Escrow Agent shall deposit and hold in the Escrow Account any monies received directly from subscribers for the payment of Shares (the “Escrowed Funds”). All monies deposited into the Escrow Account shall be held in the Escrow Account until such funds are disbursed in accordance with this paragraph 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Corporation or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Corporation in writing via mail, email or facsimile of such nonpayment, and is authorized to debit the Escrow Account, as applicable in the amount of such returned payment as well as any interest earned on the amount of such payment. The Corporation will, or will cause its transfer agent, DST Systems, Inc. (the “Transfer Agent”), to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the number of Shares purchased by such subscriber, and (iii) the amount paid by such subscriber for such Shares. During the Escrow Period neither the Corporation nor the Dealer Manager will be entitled to any principal funds deposited into the Escrow Account.

Deposits in the Escrow Account. During the Escrow Period, the Dealer Manager and the Selected Dealers will promptly deliver deliver, but in no event later than the end of the second business day following receipt by the Dealer Manager, any monies received from subscribers for the payment of Shares to the Escrow Agent for deposit in the Escrow Account, and the Escrow Agent shall deposit and hold in the Escrow Account any monies received directly from subscribers for the payment of Shares (collectively, the “Escrowed Funds”). All monies deposited into the Escrow Account shall be held in the Escrow Account until such funds are disbursed in accordance with this paragraph Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Corporation Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Corporation Company in writing via mail, email e-mail or facsimile of such nonpayment, and is authorized to debit the Escrow Account, as applicable in the amount of such returned payment as well as any interest earned on the amount of such payment. The Corporation Company will, or will cause its transfer agent, DST Systems, Inc. (the “Transfer Agent”), Agent to maintain a written account of each salesubscription, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, ; (ii) the number of Shares purchased subscribed for by such subscriber, ; and (iii) the amount paid by such subscriber for such Shares. During the Escrow Period Period, neither the Corporation Company nor the Dealer Manager will be entitled to any principal funds deposited into the Escrow Account.

Deposits in the Escrow Account. During the Escrow Period, the Dealer Manager and the Selected Dealers will promptly deliver deliver, but in no event later than the end of the second business day following receipt by the Dealer Manager, any monies received from subscribers for the payment of Shares shares of Common Stock to the Escrow Agent for deposit in the Escrow Account, and the Escrow Agent shall deposit and hold in the Escrow Account any monies received directly from subscribers for the payment of Shares shares of Common Stock (collectively, the “Escrowed Funds”). All monies deposited into the Escrow Account shall be held in the Escrow Account until such funds are disbursed in accordance with this paragraph Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Corporation or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Corporation in writing via mail, email e-mail or facsimile of such nonpayment, and is authorized to debit the Escrow Account, as applicable in the amount of such returned payment as well as any interest earned on the amount of such payment. The Corporation will, or will cause its transfer agent, DST Systems, Inc. (the “Transfer Agent”), to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, ; (ii) the number of Shares shares of Common Stock purchased by such subscriber, ; and (iii) the amount paid by such subscriber for such Sharesshares of Common Stock. During the Escrow Period Period, neither the Corporation nor the Dealer Manager will be entitled to any principal funds deposited into the Escrow Account.

Deposits in the Escrow Account. During the Escrow Period, the Dealer Manager and and/or the Selected Dealers will promptly deliver any monies received from subscribers for the payment of Shares to the Escrow Agent for deposit in the Escrow Account, and the Escrow Agent shall deposit and hold in the Escrow Account any monies received directly from subscribers for the payment of Shares (the “Escrowed Funds”). All monies deposited into the Escrow Account shall be held in the Escrow Account until such funds are disbursed in accordance with this paragraph 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Corporation Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Corporation Company in writing via mail, email or facsimile of such nonpayment, and is authorized to debit the Escrow Account, as applicable in the amount of such returned payment as well as any interest income earned on the amount of such payment. The Corporation Company will, or will cause its transfer agent, DST Systems, Inc. (the “Transfer Agent”), to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the number of Shares purchased by such subscriber, and (iii) the amount paid by such subscriber for such Shares. During the Escrow Period Period, neither the Corporation Company nor the Dealer Manager will be entitled to any principal funds deposited into the Escrow Account.

Deposits in the Escrow Account. During the Escrow Period, the Dealer Manager and the Selected Dealers will promptly deliver any monies received from subscribers for the payment of Shares to the Escrow Agent for deposit in the Escrow Account, and the Escrow Agent shall deposit and hold in the Escrow Account any monies received directly from subscribers for the payment of Shares (the “Escrowed Funds”)) in accordance with the subscription procedures set forth on Exhibit B hereto. All monies deposited into the Escrow Account shall be held in the Escrow Account until such funds Escrowed Funds are disbursed in accordance with this paragraph 2. Prior to disbursement of the funds Escrowed Funds deposited in the Escrow Account, such funds Escrowed Funds shall not be subject to claims by creditors of the Corporation Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described defined below), the Escrow Agent shall promptly notify the Corporation Company in writing via mail, email or facsimile of such nonpayment, and is authorized to debit the Escrow Account, as applicable applicable, in the amount of such returned payment as well as any interest earned on the amount of such returned payment. The Corporation Company will, or will cause its transfer agent, DST Systems, Inc. (the “Transfer Agent”), to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the number and class of Shares purchased by such subscriber, and (iii) the amount paid by such subscriber for such Shares. During the Escrow Period Period, neither the Corporation Company nor the Dealer Manager will be entitled to any principal funds deposited into the Escrow Account.

Deposits in the Escrow Account. During the Escrow Period, the The Dealer Manager and and/or the Selected Dealers will promptly deliver any monies received from subscribers for the payment of Shares to the Escrow Agent for deposit in the Escrow Account, and the Escrow Agent shall deposit and hold in the Escrow Account any monies received directly from subscribers for the payment of Shares (collectively, the “Escrowed Funds”). All monies deposited into the Escrow Account shall be held in the Escrow Account until such funds are disbursed in accordance with this paragraph 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Corporation Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Corporation Company in writing via mail, email or facsimile of such nonpayment, and is authorized to debit the Escrow Account, as applicable in the amount of such returned payment as well as any interest earned on the amount of such payment. The Corporation Company will, or will cause its transfer agent, DST Systems, Inc. (the “Transfer Agent”), to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the number of Shares purchased by such subscriber, and (iii) the amount paid by such subscriber for such Shares. During the Escrow Period neither the Corporation nor the Dealer Manager will be entitled to any principal funds deposited into the Escrow Account.

Deposits in the Escrow Account. During the Escrow Period, the Dealer Manager and and/or the Selected Dealers will promptly deliver any monies received from subscribers for the payment of Shares shares of Common Stock to the Escrow Agent for deposit in the Escrow Account, and the Escrow Agent shall deposit and hold in the Escrow Account any monies received directly from subscribers for the payment of Shares shares of Common Stock (collectively, the “Escrowed Funds”). All monies deposited into the Escrow Account shall be held in the Escrow Account until such funds are disbursed in accordance with this paragraph Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Corporation or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Corporation in writing via mail, email e-mail or facsimile of such nonpayment, and is authorized to debit the Escrow Account, as applicable in the amount of such returned payment as well as any interest earned on the amount of such payment. The Corporation will, or will cause its transfer agent, DST Systems, Inc. (the “Transfer Agent”), to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, ; (ii) the number of Shares shares of Common Stock purchased by such subscriber, ; and (iii) the amount paid by such subscriber for such Sharesshares of Common Stock. During the Escrow Period Period, neither the Corporation nor the Dealer Manager will be entitled to any principal funds deposited into the Escrow Account.

Deposits in the Escrow Account. During the Escrow Period, the Dealer Manager and the Selected Dealers will promptly deliver deliver, but in no event later than the end of the second business day following receipt by the Dealer Manager, any monies received from subscribers for the payment of Shares to the Escrow Agent for deposit in the Escrow Account, and the Escrow Agent shall deposit and hold in the Escrow Account any monies received directly from subscribers for the payment of Shares (collectively, the “Escrowed Funds”). All monies deposited into the Escrow Account shall be held in the Escrow Account until such funds are disbursed in accordance with this paragraph Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Corporation Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Corporation Company in writing via mail, email e-mail or facsimile of such nonpayment, and is authorized to debit the Escrow Account, as applicable in the amount of such returned payment as well as any interest earned on the amount of such payment. The Corporation will, or Escrow Agent will cause its transfer agent, DST Systems, Inc. (the “Transfer Agent”), to maintain a written account of each salesubscription, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, ; (ii) the number of Shares purchased subscribed for by such subscriber, ; and (iii) the amount paid by such subscriber for such Shares. During the Escrow Period Period, neither the Corporation Company nor the Dealer Manager will be entitled to any principal funds deposited into the Escrow Account.

Deposits in the Escrow Account. During the Escrow Period, the Dealer Manager and the Selected Dealers will promptly deliver deliver, but in no event later than noon of the second business day following receipt by the Dealer Manager, any monies received from subscribers for the payment of Shares shares of Common Stock to the Escrow Agent for deposit in the Escrow Account, and the Escrow Agent shall deposit and hold in the Escrow Account any monies received directly from subscribers for the payment of Shares shares of Common Stock (collectively, the “Escrowed Funds”). All monies deposited into the Escrow Account shall be held in the Escrow Account until such funds are disbursed in accordance with this paragraph Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Corporation Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Corporation Company in writing via mail, email e-mail or facsimile of such nonpayment, and is authorized to debit the Escrow Account, as applicable in the amount of such returned payment as well as any interest earned on the amount of such payment. The Corporation Company will, or will cause its transfer agent, DST Systems, Inc. (the “Transfer Agent”), to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, ; (ii) the number of Shares shares of each class of Common Stock purchased by such subscriber, ; and (iii) the amount paid by such subscriber for such Sharesshares of Common Stock. During the Escrow Period Period, neither the Corporation Company nor the Dealer Manager will be entitled to any principal funds deposited into the Escrow Account.

Deposits in the Escrow Account. During the Escrow Period, the Dealer Manager and the Selected Dealers will promptly deliver deliver, but in no event later than the end of the second business day following receipt by the Dealer Manager, any monies received from subscribers for the payment of Common Shares to the Escrow Agent for deposit in the Escrow Account, and the Escrow Agent shall deposit and hold in the Escrow Account any monies received directly from subscribers for the payment of Common Shares (collectively, the “Escrowed Funds”). All monies deposited into the Escrow Account shall be held in the Escrow Account until such funds are disbursed in accordance with this paragraph Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Corporation Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Corporation Company in writing via mail, email e-mail or facsimile of such nonpayment, and is authorized to debit the Escrow Account, as applicable in the amount of such returned payment as well as any interest earned on the amount of such payment. The Corporation Company will, or will cause its transfer agent, DST Systems, Inc. (the “Transfer Agent”), to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, ; (ii) the number of Common Shares purchased by such subscriber, ; and (iii) the amount paid by such subscriber for such Common Shares. During the Escrow Period Period, neither the Corporation Company nor the Dealer Manager will be entitled to any principal funds deposited into the Escrow Account.

Deposits in the Escrow Account. During the Escrow Period, the Dealer Manager and the Selected Dealers will promptly deliver any all monies received from subscribers for the payment of Shares to the Escrow Agent for deposit in the Escrow Account, and the Escrow Agent shall deposit and hold in the Escrow Account any monies received directly from subscribers for the payment of Shares (the “Escrowed Funds”). All monies deposited into the Escrow Account shall be held in the Escrow Account until such funds are disbursed in accordance with this paragraph 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Corporation Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Corporation Company in writing via mail, email or facsimile of such nonpayment, and is authorized to debit the Escrow Account, as applicable in the amount of such returned payment as well as any interest earned on the amount of such payment. The Corporation Company will, or will cause its transfer agent, DST Systems, Inc. (the “Transfer Agent”), to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the number of Shares purchased by such subscriber, and (iii) the amount paid by such subscriber for such Shares. During the Escrow Period neither the Corporation Company nor the Dealer Manager will be entitled to any principal funds deposited received into the Escrow Account.

Deposits in the Escrow Account. During the Escrow Period, the Dealer Manager and and/or the Selected Dealers will promptly deliver any monies received from subscribers for the payment of Shares to the Escrow Agent for deposit in the Escrow Account, and the Escrow Agent shall deposit and hold in the Escrow Account any monies received directly from subscribers for the payment of Shares (the “Escrowed Funds”). All monies deposited into the Escrow Account shall be held in the Escrow Account until such funds are disbursed in accordance with this paragraph 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Corporation Term Fund or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Corporation Term Fund in writing via mail, email or facsimile of such nonpayment, and is authorized to debit the Escrow Account, as applicable in the amount of such returned payment as well as any interest earned on the amount of such payment. The Corporation Term Fund will, or will cause its transfer agent, DST Systems, Inc. (the “Transfer Agent”), to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the number of Shares purchased by such subscriber, and (iii) the amount paid by such subscriber for such Shares. During the Escrow Period Period, neither the Corporation Term Fund nor the Dealer Manager will be entitled to any principal funds deposited into the Escrow Account.

Deposits in the Escrow Account. During the Escrow Period, the Dealer Manager and the Selected Dealers will promptly deliver deliver, but in no event later than noon of the second business day following receipt by the Dealer Manager, any monies received from subscribers for the payment of Common Shares to the Escrow Agent for deposit in the Escrow Account, and the Escrow Agent shall deposit and hold in the Escrow Account any monies received directly from subscribers for the payment of Common Shares (collectively, the “Escrowed Funds”). All monies deposited into the Escrow Account shall be held in the Escrow Account until such funds are disbursed in accordance with this paragraph Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Corporation Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Corporation Company in writing via mail, email e-mail or facsimile of such nonpayment, and is authorized to debit the Escrow Account, as applicable in the amount of such returned payment as well as any interest earned on the amount of such payment. The Corporation Company will, or will cause its transfer agent, DST Systems, Inc. (the “Transfer Agent”), to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, ; (ii) the number of Common Shares purchased by such subscriber, ; and (iii) the amount paid by such subscriber for such Common Shares. During the Escrow Period Period, neither the Corporation Company nor the Dealer Manager will be entitled to any principal funds deposited into the Escrow Account.

Deposits in the Escrow Account. During the Escrow Period, the Dealer Manager and the Selected Dealers The Transfer Agent will promptly deliver any all monies received from subscribers for the payment of Shares to the Escrow Agent for deposit in the Escrow Account, and the Escrow Agent shall deposit and hold in the Escrow Account any monies received directly from subscribers for the payment of Shares (the “Escrowed Funds”). All monies deposited into the Escrow Account Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this paragraph 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Corporation Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Escrow Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Corporation Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and is authorized to debit the Escrow Account, as applicable in the amount of such returned payment as well as any interest earned on the amount of such payment. The Corporation Company will, or will cause its transfer agent, DST SystemsXxxxx Stock Transfer, Inc. (the “Transfer Agent”), to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the number of Shares purchased by such subscriber, and (iii) the amount paid by such subscriber for such Shares. During the Escrow Period neither the Corporation Company, the Dealer Managers nor the Dealer Manager will be Selected Dealers are entitled to any principal funds deposited received into the Escrow Account.

Deposits in the Escrow Account. During (1) Until such time as the Company has received subscriptions for Shares resulting in gross offering proceeds equal to the Minimum Offering Amount and funds are distributed from the Escrow PeriodAccount (as hereinafter defined) in accordance with Section 2(b)(1), the Primary Subscribers will be instructed by the Company, the Dealer Manager and the Selected Dealers will to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Monthly Income Trust, Inc.” Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the subscription agreement for the Offering (the “Subscription Agreement”) for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver any all monies received in good order from subscribers Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit in into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND MONTHLY INCOME TRUST, INC.” or such similar designation as the Escrow Account, and the Escrow Agent shall deposit and hold in the Escrow Account any monies received directly from subscribers for the payment of Shares parties may agree (the “Escrowed FundsEscrow Account”). All monies deposited into Further, to the Escrow Account shall be held in extent that payments are remitted by the Escrow Account until such funds are disbursed in accordance with this paragraph 2. Prior to disbursement of Processing Agent, the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Corporation or any of its affiliates. If any of the instruments of payment are returned Processing Agent will promptly furnish to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (a list detailing information regarding those subscriptions as described below), the Escrow Agent shall promptly notify the Corporation set forth in writing via mail, email or facsimile of such nonpayment, and is authorized to debit the Escrow Account, as applicable in the amount of such returned payment as well as any interest earned on the amount of such payment. The Corporation will, or will cause its transfer agent, DST Systems, Inc. (the “Transfer Agent”), to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the number of Shares purchased by such subscriber, and (iii) the amount paid by such subscriber for such Shares. During the Escrow Period neither the Corporation nor the Dealer Manager will be entitled to any principal funds deposited into the Escrow Account.Exhibit B.

Deposits in the Escrow Account. During the Escrow Period, the Dealer Manager and and/or the Selected Dealers will promptly deliver any monies received from subscribers for the payment of Shares to the Escrow Agent for deposit in the Escrow Account, and the Escrow Agent shall deposit and hold in the Escrow Account any monies received directly from subscribers for the payment of Shares (the “Escrowed Funds”). All monies deposited into the Escrow Account shall be held in the Escrow Account until such funds are disbursed in accordance with this paragraph 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Corporation Perpetual Fund or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Corporation Perpetual Fund in writing via mail, email or facsimile of such nonpayment, and is authorized to debit the Escrow Account, as applicable in the amount of such returned payment as well as any interest earned on the amount of such payment. The Corporation Perpetual Fund will, or will cause its transfer agent, DST Systems, Inc. (the “Transfer Agent”), to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the number of Shares purchased by such subscriber, and (iii) the amount paid by such subscriber for such Shares. During the Escrow Period Period, neither the Corporation Perpetual Fund nor the Dealer Manager will be entitled to any principal funds deposited into the Escrow Account.

Deposits in the Escrow Account. During the Escrow Period, the Dealer Manager and the Selected Dealers will promptly deliver deliver, but in no event later than (i) noon of the next business day following receipt of any monies received from subscribers for the payment of Shares Common Stock to the Escrow Agent for deposit in the Escrow AccountAccount (the “Subscription Payments”) by the Dealer Manager, if the internal supervisory review is conducted at the same location at which the subscription payments are received, pursuant to Section 13.2 of the Dealer Manager Agreement dated September 21, 2015, by and between the Company, FSIC IV Advisor, LLC and the Dealer Manager (the “Dealer Manager Agreement”), or (ii) noon of the second business day following receipt of the Subscription Payments by the Dealer Manager, if the internal supervisory review is conducted at a different location, pursuant to Section 13.3 of the Dealer Manager Agreement, and the Escrow Agent shall deposit and hold in the Escrow Account any monies received directly from subscribers for the payment of Shares shares of Common Stock (collectively, the “Escrowed Funds”). All monies deposited into the Escrow Account shall be held in the Escrow Account until such funds are disbursed in accordance with this paragraph Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Corporation Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Corporation Company in writing via mail, email e-mail or facsimile of such nonpayment, and is authorized to debit the Escrow Account, as applicable in the amount of such returned payment as well as any interest earned on the amount of such payment. The Corporation Company will, or will cause its transfer agent, DST Systems, Inc. (the “Transfer Agent”), to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, ; (ii) the number of Shares shares of each class of Common Stock purchased by such subscriber, ; and (iii) the amount paid by such subscriber for such Sharesshares of Common Stock. During the Escrow Period Period, neither the Corporation Company nor the Dealer Manager will be entitled to any principal funds deposited into the Escrow Account.

Deposits in the Escrow Account. During the Escrow Period, the Dealer Manager and the Selected Dealers will promptly deliver any monies received from subscribers for the payment of Shares to the Escrow Agent for deposit in the Escrow Account, and the Escrow Agent shall deposit and hold in the Escrow Account any monies received directly from subscribers for the payment of Shares (the “Escrowed Funds”)) in accordance with the subscription procedures set forth on Exhibit B hereto. All monies deposited into the Escrow Account shall be held in the Escrow Account until such funds Escrowed Funds are disbursed in accordance with this paragraph 2. Prior to disbursement of the funds Escrowed Funds deposited in the Escrow Account, such funds Escrowed Funds shall not be subject to claims by creditors of the Corporation or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described defined below), the Escrow Agent shall promptly notify the Corporation in writing via mail, email or facsimile of such nonpayment, and is authorized to debit the Escrow Account, as applicable applicable, in the amount of such returned payment as well as any interest earned on the amount of such returned payment. The Corporation will, or will cause its transfer agent, DST Systems, Inc. (the “Transfer Agent”), to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the number of Shares purchased by such subscriber, and (iii) the amount paid by such subscriber for such Shares. During the Escrow Period Period, neither the Corporation nor the Dealer Manager will be entitled to any principal funds deposited into the Escrow Account.

Deposits in the Escrow Account. During the Escrow Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers will promptly deliver any monies received from subscribers to make Payment Instruments for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for KBS Legacy Partners Apartment REIT, Inc.” Completed subscription agreements and Payment Instruments for the payment purchase price shall be remitted by the broker dealers or registered investment advisors, as applicable, on behalf of Shares persons subscribing to purchase shares directly to the Escrow Agent for deposit as provided in Section 12(2) within the time periods required by Rule 15c2-4 of the Securities Exchange Act of 1934, as amended. The Escrow Account, Agent hereby agrees to maintain the funds contributed by the Pennsylvania Subscribers and the Escrow Tennessee Subscribers, in a manner in which they may be separately accounted for by the records of the Processing Agent shall deposit so that the requirements of Sections 3 and hold in the Escrow Account any monies received directly from subscribers for the payment 4 of Shares (the “Escrowed Funds”)this Agreement can be met. All monies deposited into the Escrow Account Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this paragraph Section 2. Prior to disbursement of the funds deposited in the Escrow Account, upon receipt of the Payment Instruments, Escrow Agent shall fax or scan a listing of the subscriber name and purchase price to Processing Agent, together with all other subscription documents sent with the Payment Instruments. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Corporation Company or any of its affiliates. If any of the instruments of payment Payment Instruments are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Corporation Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable in the amount of such returned payment and the Processing Agent shall delete the appropriate account from the records maintained by the Processing Agent. Within 30 days from the date of receipt of each subscription, the Company will determine whether or not the subscription is to be accepted or rejected in whole or in part. Within 10 business days of receipt by the Escrow Agent of written notice from the Company, or as well soon thereafter as practicable, that a subscription has been rejected, the Escrow Agent shall transfer by check the funds and all interest, if any, earned thereon, of any interest earned on subscribers whose subscription has been rejected since the amount commencement of such paymentthe Offering. The Corporation will, or Processing Agent will cause its transfer agent, DST Systems, Inc. (the “Transfer Agent”), to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the subscriber’s social security number, (iii) the number of Shares purchased by such subscriber, and (iiiiv) the amount paid by such subscriber for such Shares. During the Escrow Period neither the Corporation Company nor the Dealer Manager will be entitled to any principal funds deposited received into the Escrow Account.

Deposits in the Escrow Account. During the Escrow Period, the Dealer Manager and the Selected Dealers will promptly deliver any monies received from subscribers for the payment of Shares to the Escrow Agent for deposit in the Escrow Account, and the Escrow Agent shall deposit and hold in the Escrow Account any monies received directly from subscribers for the payment of Shares (the “Escrowed Funds”). All monies deposited into the Escrow Account shall be held in the Escrow Account until such funds are disbursed in accordance with this paragraph 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Corporation Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Corporation Company in writing via mail, email or facsimile of such nonpayment, and is authorized to debit the Escrow Account, as applicable in the amount of such returned payment as well as any interest earned on the amount of such payment. The Corporation Company will, or will cause its transfer agent, DST Systems, Inc. (the “Transfer Agent”), to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the number of Shares purchased by such subscriber, and (iii) the amount paid by such subscriber for such Shares. During the Escrow Period neither the Corporation Company nor the Dealer Manager will be entitled to any principal funds deposited into the Escrow Account.

Deposits in the Escrow Account. During the Escrow Period, the Dealer Manager and the Selected Dealers will promptly deliver deliver, but in no event later than (i) noon of the next business day following receipt of any monies received from subscribers for the payment of Common Shares to the Escrow Agent for deposit in the Escrow AccountAccount (the “Subscription Payments”) by the Dealer Manager, if the internal supervisory review is conducted at the same location at which the subscription payments are received, pursuant to Section 13.2 of the Amended and Restated Dealer Manager Agreement, dated [ ], 2016, by and between the Company, FSEP II Advisor, LLC and the Dealer Manager (the “Dealer Manager Agreement”), or (ii) noon of the second business day following receipt of the Subscription Payments by the Dealer Manager, if the internal supervisory review is conducted at a different location, pursuant to Section 13.3 of the Dealer Manager Agreement, and the Escrow Agent shall deposit and hold in the Escrow Account any monies received directly from subscribers for the payment of Common Shares (collectively, the “Escrowed Funds”). All monies deposited into the Escrow Account shall be held in the Escrow Account until such funds are disbursed in accordance with this paragraph Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Corporation Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described below), the Escrow Agent shall promptly notify the Corporation Company in writing via mail, email e-mail or facsimile of such nonpayment, and is authorized to debit the Escrow Account, as applicable in the amount of such returned payment as well as any interest earned on the amount of such payment. The Corporation Company will, or will cause its transfer agent, DST Systems, Inc. (the “Transfer Agent”), to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, ; (ii) the number of shares of each class of Common Shares purchased by such subscriber, ; and (iii) the amount paid by such subscriber for such Common Shares. During the Escrow Period Period, neither the Corporation Company nor the Dealer Manager will be entitled to any principal funds deposited into the Escrow Account.

Deposits in the Escrow Account. During the Escrow Period, the Dealer Manager and the Selected Dealers will promptly deliver any monies received from subscribers for the payment of Shares to the Escrow Agent for deposit in the Escrow Account, and the Escrow Agent shall deposit and hold in the Escrow Account any monies received directly from subscribers for the payment of Shares (the “Escrowed Funds”). All monies deposited into the Escrow Account shall be held in the Escrow Account until such funds Escrowed Funds are disbursed in accordance with this paragraph 2. Prior to disbursement of the funds Escrowed Funds deposited in the Escrow Account, such funds Escrowed Funds shall not be subject to claims by creditors of the Corporation or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as described defined below), the Escrow Agent shall promptly notify the Corporation in writing via mail, email or facsimile of such nonpayment, and is authorized to debit the Escrow Account, as applicable applicable, in the amount of such returned payment as well as any interest earned on the amount of such returned payment. The Corporation will, or will cause its transfer agent, DST Systems, Inc. (the “Transfer Agent”), to maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the subscriber’s name and address, (ii) the number of Shares purchased by such subscriber, and (iii) the amount paid by such subscriber for such Shares. During the Escrow Period Period, neither the Corporation nor the Dealer Manager will be entitled to any principal funds deposited into the Escrow Account.