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”) 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 Escrowed Funds are disbursed in accordance with this paragraph 2. Prior to disbursement of the Escrowed Funds deposited in the Escrow Account, such Escrowed Funds shall not be subject to claims by creditors of the 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 defined below), the Escrow Agent shall promptly notify 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 returned payment. The 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, neither the 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 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”) 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 Escrowed Funds funds are disbursed in accordance with this paragraph Section 2. Prior to disbursement of the Escrowed Funds funds deposited in the Escrow Account, such Escrowed Funds funds shall not be subject to claims by creditors of the 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 defined described below), the Escrow Agent shall promptly notify the Company in writing via mail, email e-mail 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 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 and class of Shares purchased subscribed for by such subscriber, ; and (iii) the amount paid by such subscriber for such Shares. During the Escrow Period, neither the 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”) 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 Escrowed Funds funds are disbursed in accordance with this paragraph 2. Prior to disbursement of the Escrowed Funds funds deposited in the Escrow Account, such Escrowed Funds funds shall not be subject to claims by creditors of the 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 defined described below), the Escrow Agent shall promptly notify the 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 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, neither the 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 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”) 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 Escrowed Funds funds are disbursed in accordance with this paragraph Section 2. Prior to disbursement of the Escrowed Funds funds deposited in the Escrow Account, such Escrowed Funds funds shall not be subject to claims by creditors of the Company 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 defined described below), the Escrow Agent shall promptly notify the Company Corporation in writing via mail, email e-mail 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 Company 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 and class 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, neither the Company 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 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”) 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 Escrowed Funds funds are disbursed in accordance with this paragraph Section 2. Prior to disbursement of the Escrowed Funds funds deposited in the Escrow Account, such Escrowed Funds funds shall not be subject to claims by creditors of the 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 defined described below), the Escrow Agent shall promptly notify the Company in writing via mail, email e-mail 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 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 of shares of each class of Shares Common Stock purchased by such subscriber, ; and (iii) the amount paid by such subscriber for such Sharesshares of Common Stock. During the Escrow Period, neither the 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 Escrowed Funds funds are disbursed in accordance with this paragraph 2. Prior to disbursement of the Escrowed Funds funds deposited in the Escrow Account, such Escrowed Funds funds shall not be subject to claims by creditors of the Company 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 defined described below), the Escrow Agent shall promptly notify the Company 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 Company 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 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 Company 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”) 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 Escrowed Funds funds are disbursed in accordance with this paragraph 2. Prior to disbursement of the Escrowed Funds funds deposited in the Escrow Account, such Escrowed Funds funds shall not be subject to claims by creditors of the 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 defined described below), the Escrow Agent shall promptly notify the 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 income earned on the amount of such returned payment. The 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, neither the 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 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”) 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 Escrowed Funds funds are disbursed in accordance with this paragraph Section 2. Prior to disbursement of the Escrowed Funds funds deposited in the Escrow Account, such Escrowed Funds funds shall not be subject to claims by creditors of the 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 defined described below), the Escrow Agent shall promptly notify the Company in writing via mail, email e-mail 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 Company 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 and class of Shares purchased subscribed for by such subscriber, ; and (iii) the amount paid by such subscriber for such Shares. During the Escrow Period, neither the 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”) 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 Escrowed Funds funds are disbursed in accordance with this paragraph Section 2. Prior to disbursement of the Escrowed Funds funds deposited in the Escrow Account, such Escrowed Funds funds shall not be subject to claims by creditors of the Company 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 defined described below), the Escrow Agent shall promptly notify the Company Corporation in writing via mail, email e-mail 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 Company 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 and class 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, neither the Company 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 Offering Period, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Xxxxxxx Capital, Inc.” Completed subscription agreements and checks in payment for the purchase price shall be remitted to the P.O. Box designated for the receipt of such agreements and funds, and wires or Automated Clearing House (ACH) payments shall be transmitted directly to the Escrow Account. To the extent that subscription agreements and payments are remitted by the Company or the Dealer Manager, the Company or the Dealer Manager, as applicable, will promptly furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit B. The Processing Agent will deliver any by noon the following business day all monies received in good order from subscribers (or from the Dealer Manager or Dealers transmitting moneys and subscriptions 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 Deposits shall be held in the Escrow Account until such Escrowed Funds funds are disbursed in accordance with this paragraph 22 hereof. Prior to disbursement of the Escrowed Funds funds deposited in the Escrow Account, such Escrowed Funds funds shall not be subject to claims by creditors of the 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 defined described below), the Escrow Agent shall promptly notify the 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, applicable in the amount of such returned payment as well as any interest earned on the amount of such returned paymentpayment and the Processing Agent shall delete the appropriate account from the records maintained by the Processing Agent. The Company 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 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 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 Period3.1 Upon receipt, the Dealer Manager and the Selected Dealers will Issuer shall promptly deliver any deposit all monies received from subscribers for the payment of Shares investors to the Escrow Agent for deposit Agent. All of these deposited proceeds (the "Deposited Proceeds") shall be 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 form of Shares (the “Escrowed Funds”) in accordance with the subscription procedures set forth on Exhibit B heretochecks or money orders. All monies checks or money orders deposited into the Escrow Account shall be made payable to "Republic Security Bank, Escrow Agent". Any check or money order payable other than to the Escrow Agent as required hereby shall be returned to the prospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Issuer (together with any Subscription Information, as defined below, or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 The Deposited Proceeds shall be invested in either (a) an obligation that constitutes a "deposit" as that term is defined in Section (3)(1) of the Federal Deposit Insurance Act; (b) securities of any open-end investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund meeting the conditions of paragraphs (c)(2), (c) (3), and (c)(4) of Rule 2a-7 under the Investment Company Act; or (c) securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. 3.3 Simultaneously with each deposit into the Escrow Account, the Issuer shall inform the Escrow Agent by confirmation slip or other writing of the name and address of the prospective purchaser, the number of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively, the "Subscription Information"). 3.4 The Escrow Agent shall not be required to accept for deposit into the Escrow Account checks which are not accompanied by the appropriate Subscription Information. Checks and money orders representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.5 The Escrow Agent shall not be required to accept any amounts representing payments by prospective purchasers, whether by check or money order, except during the Escrow Agent's regular banking hours. Any check, money order or cash not received prior to 1:00 P.M. shall be deposited the following business day. 3.6 Interest or dividends earned on the Deposited Proceeds, if any, shall be held in the Escrow Account until such Escrowed Funds the Deposited Proceeds are disbursed released in accordance with this paragraph 2the provisions of Section 4 of the Escrow Agreement. Prior If the Deposited Proceeds are released to a purchaser of the Securities, the purchaser shall receive interest or dividends earned, if any, on such Deposited Proceeds up to the date of release. If the Deposited Proceeds held in the Escrow Account are released to the Issuer, any interest or dividends earned on such funds up to the date of release may be released to the Issuer. 3.7 The Issuer shall deposit the Securities directly into the Escrow Account promptly upon issuance (the "Deposited Securities"). 3.8 No transfer or other disposition of Securities held in the Escrow Account or any interest related to such Securities shall be permitted other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title I of the Employee Retirement Income Security Act, or the rules thereunder. 3.9 The Escrow Agent shall refund any portion of the Deposited Proceeds prior to disbursement of the Escrowed Funds deposited Deposited Proceeds in the Escrow Account, such Escrowed Funds shall not be subject to claims by creditors of the 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 defined below), the Escrow Agent shall promptly notify the Company accordance with Section 4 hereof upon instructions in writing via mail, email or facsimile of such nonpayment, and is authorized to debit signed by the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such returned payment. The 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, neither the Company nor the Dealer Manager will be entitled to any principal funds deposited into the Escrow AccountIssuer.

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 Escrowed Funds funds are disbursed in accordance with this paragraph 2. Prior to disbursement of the Escrowed Funds funds deposited in the Escrow Account, such Escrowed Funds funds shall not be subject to claims by creditors of the 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 defined described below), the Escrow Agent shall promptly notify the 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 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 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, persons subscribing to purchase Shares (“Subscribers”) will be instructed by the Company, the Dealer Manager and the Selected Participating Broker-Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for NexPoint Capital, Inc.” or any recognizable abbreviation thereof. Completed subscription agreements and checks in payment for the subscription amount shall be remitted to the Transfer Agent at the address set forth in the subscription agreement. Within one (1) business day after receipt of an instrument of payment (or as soon as possible thereafter pursuant to the internal supervisory procedures of the Dealer Manager or the Participating Broker-Dealer, as applicable), the Dealer Manager, the Company or their respective agents, as applicable, shall remit to the Escrow Agent (i) such instrument of payment, and (ii) each Subscriber’s name, address, number of Shares purchased by such Subscriber and the subscription payment remitted by such Subscriber. The Escrow Agent represents that the Transfer Agent will promptly deliver any all monies received in good order from subscribers Subscribers for the payment of Shares to the Escrow Agent for deposit in the Escrow Account, and . All instruments of payment delivered to the Escrow Agent pursuant hereto shall deposit and hold in be deposited by the Escrow Account any monies received directly from subscribers for the payment Agent within one (1) business day of Shares (the “Escrowed Funds”) in accordance with the subscription procedures set forth on Exhibit B hereto. All monies deposited receipt thereof into the Escrow Account Account. Deposits shall be held in the Escrow Account until such Escrowed Investor Funds are promptly disbursed in accordance with this paragraph Agreement. Investor Funds shall be held in the Escrow Account until they are promptly disbursed in accordance with this Section 2. Prior to disbursement of the Escrowed Investor Funds deposited in the Escrow Account, such Escrowed Funds funds shall not be subject to claims by creditors of the Company Company, the Dealer Manager, any Participating Broker-Dealer or any of its their respective 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 defined below)Minimum Offering Requirement, the Escrow Agent shall promptly notify the Dealer Manager and the Company in writing via mail, email or facsimile of such nonpayment, and is authorized to debit the Escrow Account, as applicable, Account in the amount of such returned payment as well as any interest earned on the amount of such returned payment. The 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, neither the Company nor the Dealer Manager will be entitled to any principal funds deposited into the Escrow Account.

Deposits in the Escrow Account. During (1) Until such time as the Company has received subscriptions for Shares resulting in total minimum capital raised equal to the Required Capital and such funds are disbursed from the Escrow PeriodAccount (as hereinafter defined) in accordance with Section 2(b)(1)(A), persons subscribing to purchase the Shares (the “Subscribers”) will be instructed by the Company or any soliciting broker dealers to remit the purchase price in the form of checks, drafts, wires, Automated Clearing House (ACH) or money orders (hereinafter “instruments of payment”) payable to the order of “UMB Bank, N.A., Escrow Agent for Priority Senior Secured Income Fund, Inc.,” or a recognizable contraction or abbreviation thereof including, but not limited to, “UMB Bank NA Escrow Agent for Priority Senior Secured Income Fund.” Completed subscription agreements and instruments of payment for the purchase price for Shares shall be remitted by the broker dealers or registered investment advisors, as applicable, on behalf of the Subscribers directly to the Escrow Agent, as provided in Section 12(2) by the end of the next business day following receipt of any such instruments of payment or, if final internal supervisory review is conducted at a different location, by the end of the next business day following receipt of any such instruments of payment by the office conducting final internal supervisory review. After subscriptions are received resulting in total minimum capital raised equal to the Required Capital and such funds are disbursed from the Escrow Account in accordance with Section 2(b)(1)(A) hereof, subscriptions may continue to be so submitted unless otherwise instructed by the Company. Any checks, drafts or money orders received made payable to a party other than the Escrow Agent (or after the Required Capital is received, made payable to a party other than the party designated by the Company) shall be returned to the soliciting broker dealer who submitted the check, draft or money order. All instruments of payment from each such Subscriber shall, except as otherwise specified herein, be deposited into a single interest-bearing money market account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS OF PRIORITY SENIOR SECURED INCOME FUND, INC.” or such similar designation as the parties may agree (the “Escrow Account”), which deposit shall occur within one (1) business day after the Escrow Agent’s receipt of the instrument of payment (after the Required Capital is received, a new account may be established in the name of the Company). (2) Not later than ten (10) business days prior to any required disbursement of interest by the Escrow Agent to any Subscriber pursuant to Section 2(b)(4) hereof or other applicable provision herein, the Dealer Manager Company will provide or cause to be provided to the Escrow Agent, an executed IRS Form W-9 (which may be a Substitute Form W-9 as contained in the subscription agreement provided such Substitute Form W-9 is in conformity with all applicable Internal Revenue Service rules, regulations and guidelines) (“Form W-9”), the Selected Dealers will promptly deliver calculation of the number of shares purchased, and purchase price remitted or other documentation containing such information sufficient to identify the respective Subscriber. The Escrow Agent shall not be obligated to use any monies received efforts to obtain such information from subscribers for the payment of Shares Subscriber or the Company. If such information regarding a Subscriber is not provided to the Escrow Agent in a timely manner after the Escrow Agent’s receipt of the purchase price from such Subscriber, the Company shall cooperate with the Escrow Agent to return such funds to the soliciting dealer or other applicable party who submitted the funds, unless such information for deposit a Subscriber is provided prior to the actual return of such funds by the Escrow Agent, and no interest otherwise payable shall be due or payable with respect to such funds under Section 2(b)(4) hereof. The Escrow Account will be established and maintained in such a way as to permit the interest income calculations described in Section 2(b)(4). (3) The Processing Agent, as agent for the Escrow Agent, will maintain a written account of each sale, which account shall set forth, among other things, the following information: (A) the Subscriber’s name and address, (B) the number of Shares purchased by the Subscriber, and (C) the amount paid by the Subscriber for the Shares. During the escrow period neither the Company nor the Processing Agent will be entitled to any principal funds received into the Escrow Account, and the . (4) The Escrow Agent shall agrees to promptly process for collection the instruments of payment upon 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 Account. Deposits shall be held in the Escrow Account until such Escrowed Funds funds are disbursed in accordance with this paragraph 2Sections 2(b)(1)(A)-(B) hereof. Prior to disbursement of the Escrowed Funds funds deposited in the Escrow Account, such Escrowed Funds funds shall not be subject to claims by creditors of the 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 defined below)Required Capital, the Escrow Agent shall promptly notify the Company and the Processing Agent in writing via by 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 returned payment. . (5) The 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 hereby directs the Escrow Period, neither Agent to provide the Company nor Processing Agent with all electronic files and information needed by the Dealer Manager will be entitled Processing Agent to any principal funds deposited into perform its duties as record keeper under the Agency Agreement between the Processing Agent and the Escrow AccountAgent.

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 to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Bluerock Enhanced Multifamily Trust, Inc.” Completed subscription agreements and checks or money orders in payment for the purchase price shall be remitted to the P.O. Box designated for the receipt of such agreements and funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. To the extent that subscription agreements and payments are remitted by the Company or the Dealer Manager, the Company or the Dealer Manager, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit B. The Processing Agent will promptly deliver any all monies received in good order from subscribers (or from the Dealer Manager or Dealers transmitting moneys and subscriptions 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 Deposits shall be held in the Escrow Account until such Escrowed Funds funds are disbursed in accordance with this paragraph 22 hereof. Prior to disbursement of the Escrowed Funds funds deposited in the Escrow Account, such Escrowed Funds funds shall not be subject to claims by creditors of the 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 defined described below), the Escrow Agent shall promptly notify the 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, applicable in the amount of such returned payment as well as any interest earned on the amount of such returned paymentpayment and the Processing Agent shall delete the appropriate account from the records maintained by the Processing Agent. The Company 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 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 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 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”) 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 Escrowed Funds funds are disbursed in accordance with this paragraph 2. Prior to disbursement of the Escrowed Funds funds deposited in the Escrow Account, such Escrowed Funds funds shall not be subject to claims by creditors of the 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 defined described below), the Escrow Agent shall promptly notify the 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 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 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”) 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 Escrowed Funds are disbursed in accordance with this paragraph 2. Prior to disbursement of the Escrowed Funds deposited in the Escrow Account, such Escrowed Funds shall not be subject to claims by creditors of the Company 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 defined below), the Escrow Agent shall promptly notify the Company 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 returned payment. The Company 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 and class of Shares purchased by such subscriber, and (iii) the amount paid by such subscriber for such Shares. During the Escrow Period, neither the Company 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 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 Escrowed Funds are disbursed in accordance with this paragraph 2. Prior to disbursement of the Escrowed Funds deposited in the Escrow Account, such Escrowed Funds shall not be subject to claims by creditors of the Company 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 defined below), the Escrow Agent shall promptly notify the Company 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 returned payment. The Company 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 and class of Shares purchased by such subscriber, and (iii) the amount paid by such subscriber for such Shares. During the Escrow Period, neither the Company 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”) 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 Escrowed Funds funds are disbursed in accordance with this paragraph 2. Prior to disbursement of the Escrowed Funds funds deposited in the Escrow Account, such Escrowed Funds funds shall not be subject to claims by creditors of the Company 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 defined described below), the Escrow Agent shall promptly notify the Company Perpetual Fund 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 Company 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 and class of Shares purchased by such subscriber, and (iii) the amount paid by such subscriber for such Shares. During the Escrow Period, neither the Company 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 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”) 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 Escrowed Funds funds are disbursed in accordance with this paragraph Section 2. Prior to disbursement of the Escrowed Funds funds deposited in the Escrow Account, such Escrowed Funds funds shall not be subject to claims by creditors of the 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 defined described below), the Escrow Agent shall promptly notify the Company in writing via mail, email e-mail 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 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 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, neither the 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 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”) 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 Escrowed Funds funds are disbursed in accordance with this paragraph Section 2. Prior to disbursement of the Escrowed Funds funds deposited in the Escrow Account, such Escrowed Funds funds shall not be subject to claims by creditors of the 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 defined described below), the Escrow Agent shall promptly notify the Company in writing via mail, email e-mail 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 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 of shares of each class of Shares Common Stock purchased by such subscriber, ; and (iii) the amount paid by such subscriber for such Sharesshares of Common Stock. During the Escrow Period, neither the 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, persons subscribing to purchase Shares will be instructed by the Company, the Dealer Manager and the Selected Participating Broker-Dealers will promptly deliver any monies received from subscribers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as escrow agent for VII Peaks-KBR Co-Optivist Income BDC II, Inc.” Completed subscription agreements and checks in payment for the payment of Shares subscription amount shall be remitted to the Escrow Agent for deposit at the address set forth in the subscription agreement. Within one (1) business day after receipt of an instrument of payment (or as soon as possible thereafter pursuant to the internal supervisory procedures of the Dealer Manager or the Selected Dealers, as applicable), the Dealer Manager, the Company or their respective agents, as applicable, shall remit to the Escrow Agent (i) such instrument of payment, and (ii) each subscriber’s name, address, number of Shares purchased by such subscriber and the subscription payment remitted by such subscriber. All instruments of payment delivered to the Escrow Agent pursuant hereto shall be deposited by the Escrow Agent within one (1) business day of receipt thereof into 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 Deposits shall be held in the Escrow Account until such Escrowed Investor Funds are disbursed in accordance with this paragraph Agreement. Investor Funds shall be held in the Escrow Account until they are disbursed in accordance with this Section 2. Prior to disbursement of the Escrowed Investor Funds deposited in the Escrow Account, such Escrowed Investor Funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments checks of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as defined below)nonpayment, the Escrow Agent shall promptly notify the Transfer 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, Account in the amount of such returned payment as well as any interest earned on and the amount of such returned paymentTransfer Agent shall delete the appropriate account from the records maintained by the Transfer Agent. The Company will, or will cause its transfer agent, DST Systems, Inc. (hereby directs the “Escrow Agent to provide the Transfer Agent”), Agent with copies of all subscriptions and checks and any other related information needed by the Transfer Agent to maintain a written account of each sale, which account shall set forth, among other things, ownership records for 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, neither the 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, 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 Real Estate Investment Trust III, Inc.” Completed subscription agreements and Payment Instruments for the payment purchase price for the Shares 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(b) by the end of the next business day following receipt of any such Payment Instruments or, if final internal supervisory review is conducted at a different location, by the end of the next business day following receipt of any such Payment Instruments by the office conducting final internal supervisory review. 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”) in accordance with the subscription procedures set forth on Exhibit B heretothis Agreement can be met. All monies deposited into the Escrow Account Deposits shall be held in the Escrow Account until such Escrowed Funds funds are disbursed in accordance with this paragraph Section 2. Prior to disbursement of the Escrowed Funds 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 Escrowed Funds funds shall not be subject to claims by creditors of the 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 defined described below), the Escrow Agent shall promptly notify the 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, 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 returned paymentthe Offering. The Company 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 and class of Shares purchased by such subscriber, ; and (iiiiv) the amount paid by such subscriber for such Shares. During the Escrow Period, Period neither the 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, persons subscribing to purchase Shares (“Subscribers”) will be instructed by the Company, the Dealer Manager and the Selected Participating Broker-Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Sierra Income Corporation” or any recognizable abbreviation thereof. Completed subscription agreements and checks in payment for the subscription amount shall be remitted to the Transfer Agent at the address set forth in the subscription agreement. Within one (1) business day after receipt of an instrument of payment (or as soon as possible thereafter pursuant to the internal supervisory procedures of the Dealer Manager or the Participating Broker-Dealer, as applicable), the Dealer Manager, the Company or their respective agents, as applicable, shall remit to the Escrow Agent (i) such instrument of payment, and (ii) each Subscriber’s name, address, number of Shares purchased by such Subscriber and the subscription payment remitted by such Subscriber. The Escrow Agent represents that the Transfer Agent will promptly deliver any all monies received in good order from subscribers Subscribers for the payment of Shares to the Escrow Agent for deposit in the Escrow Account, and . All instruments of payment delivered to the Escrow Agent pursuant hereto shall deposit and hold in be deposited by the Escrow Account any monies received directly from subscribers for the payment Agent within one (1) business day of Shares (the “Escrowed Funds”) in accordance with the subscription procedures set forth on Exhibit B hereto. All monies deposited receipt thereof into the Escrow Account Account. Deposits shall be held in the Escrow Account until such Escrowed Investor Funds are promptly disbursed in accordance with this paragraph Agreement. Investor Funds shall be held in the Escrow Account until they are promptly disbursed in accordance with this Section 2. Prior to disbursement of the Escrowed Investor Funds deposited in the Escrow Account, such Escrowed Funds funds shall not be subject to claims by creditors of the Company Company, the Dealer Manager, any Participating Broker-Dealer or any of its their respective 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 defined below)Minimum Offering Requirement, the Escrow Agent shall promptly notify the Dealer Manager and the Company in writing via mail, email or facsimile of such nonpayment, and is authorized to debit the Escrow Account, as applicable, Account in the amount of such returned payment as well as any interest earned on the amount of such returned payment. The 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, neither the 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, 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 Real Estate Investment Trust III, Inc.” Completed subscription agreements and Payment Instruments for the payment purchase price for the Shares 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(b) by the end of the next business day following receipt of any such Payment Instruments or, if final internal supervisory review is conducted at a different location, by the end of the next business day following receipt of any such Payment Instruments by the office conducting final internal supervisory review. 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”) in accordance with the subscription procedures set forth on Exhibit B heretothis Agreement can be met. All monies deposited into the Escrow Account Deposits shall be held in the Escrow Account until such Escrowed Funds funds are disbursed in accordance with this paragraph Section 2. Prior to disbursement of the Escrowed Funds 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 Escrowed Funds funds shall not be subject to claims by creditors of the 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 defined described below), the Escrow Agent shall promptly notify the 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, 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 returned paymentthe Offering. The Company 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 and class of Shares purchased by such subscriber, ; and (iiiiv) the amount paid by such subscriber for such Shares. During the Escrow Period, Period neither the 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 Period3.1 Upon receipt, the Dealer Manager and the Selected Dealers will Issuer shall promptly deliver any deposit all monies received from subscribers for the payment of Shares investors to the Escrow Agent for deposit Agent. All of these deposited proceeds (the "Deposited Proceeds") shall be 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 form of Shares (the “Escrowed Funds”) in accordance with the subscription procedures set forth on Exhibit B heretochecks or money orders. All monies checks or money orders deposited into the Escrow Account shall be made payable to "______________________, Escrow Agent". Any check or money order payable other than to the Escrow Agent as required hereby shall be returned to the prospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Issuer (together with any Subscription Information, as defined below, or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement. 3.2 The Deposited Proceeds shall be invested in either (a) an obligation that constitutes a "deposit" as that term is defined in Section (3)(1) of the Federal Deposit Insurance Act; (b) securities of any open-end investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund meeting the conditions of paragraphs (c)(2), (c) (3), and (c)(4) of Rule 2a-7 under the Investment Company Act; or (c) securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. 3.3 Simultaneously with each deposit into the Escrow Account, the Issuer shall inform the Escrow Agent by confirmation slip or other writing of the name and address of the prospective purchaser, the number of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively, the "Subscription Information"). 3.4 The Escrow Agent shall not be required to accept for deposit into the Escrow Account checks which are not accompanied by the appropriate Subscription Information. Checks and money orders representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments. 3.5 The Escrow Agent shall not be required to accept any amounts representing payments by prospective purchasers, whether by check or money order, except during the Escrow Agent's regular banking hours. Any check, money order or cash not received prior to 1:00 P.M. shall be deposited the following business day. 3.6 Interest or dividends earned on the Deposited Proceeds, if any, shall be held in the Escrow Account until such Escrowed Funds the Deposited Proceeds are disbursed released in accordance with this paragraph 2the provisions of Section 4 of the Escrow Agreement. Prior If the Deposited Proceeds are released to a purchaser of the Securities, the purchaser shall receive interest or dividends earned, if any, on such Deposited Proceeds up to the date of release. If the Deposited Proceeds held in the Escrow Account are released to the Issuer, any interest or dividends earned on such funds up to the date of release may be released to the Issuer. 3.7 The Issuer shall deposit the Securities directly into the Escrow Account promptly upon issuance (the "Deposited Securities"). 3.8 No transfer or other disposition of Securities held in the Escrow Account or any interest related to such Securities shall be permitted other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title I of the Employee Retirement Income Security Act, or the rules thereunder. 3.9 The Escrow Agent shall refund any portion of the Deposited Proceeds prior to disbursement of the Escrowed Funds deposited Deposited Proceeds in the Escrow Account, such Escrowed Funds shall not be subject to claims by creditors of the 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 defined below), the Escrow Agent shall promptly notify the Company accordance with Section 4 hereof upon instructions in writing via mail, email or facsimile of such nonpayment, and is authorized to debit signed by the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such returned payment. The 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, neither the Company nor the Dealer Manager will be entitled to any principal funds deposited into the Escrow AccountIssuer.

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 Soliciting Dealers to make checks for subscriptions payable to the order of “Business Development Corporation of America” Completed subscription agreements and checks in payment for the subscription amount shall be remitted to the Transfer Agent at the address set forth in the subscription agreement. The Transfer Agent will promptly deliver any all monies received in good order 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 Deposits shall be held in the Escrow Account until such Escrowed Investor Funds are disbursed in accordance with this paragraph 2Agreement. Prior to disbursement of the Escrowed Investor Funds deposited in the Escrow Account, such Escrowed Investor Funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments checks of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Break Escrow Affidavit (as defined below)nonpayment, the Escrow Agent shall promptly notify the Transfer 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, Account in the amount of such returned payment as well as any interest earned on and the amount of such returned paymentTransfer Agent shall delete the appropriate account from the records maintained by the Transfer Agent. The Company will, or Transfer 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 and class of Shares purchased by such subscriber, ; and (iiiiv) the amount paid by such subscriber for such Shares. During the Escrow Period, neither the 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”) in accordance with the subscription procedures set forth on Exhibit B hereto. All monies deposited into the Escrow Account Deposits shall be held in the Escrow Account until such Escrowed Funds funds are disbursed in accordance with this paragraph 2. Prior to disbursement of the Escrowed Funds funds deposited in the Escrow Account, such Escrowed Funds funds shall not be subject to claims by creditors of the 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 defined described below), the Escrow Agent shall promptly notify the 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, applicable in the amount of such returned payment as well as any interest earned on the amount of such returned payment. The 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 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 Company 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 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”) 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 Escrowed Funds funds are disbursed in accordance with this paragraph Section 2. Prior to disbursement of the Escrowed Funds funds deposited in the Escrow Account, such Escrowed Funds funds shall not be subject to claims by creditors of the 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 defined described below), the Escrow Agent shall promptly notify the Company in writing via mail, email e-mail 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 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 Common Shares purchased by such subscriber, ; and (iii) the amount paid by such subscriber for such Common Shares. During the Escrow Period, neither the 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”) 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 Escrowed Funds funds are disbursed in accordance with this paragraph Section 2. Prior to disbursement of the Escrowed Funds funds deposited in the Escrow Account, such Escrowed Funds funds shall not be subject to claims by creditors of the 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 defined described below), the Escrow Agent shall promptly notify the Company in writing via mail, email e-mail 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 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 Common Shares purchased by such subscriber, ; and (iii) the amount paid by such subscriber for such Common Shares. During the Escrow Period, neither the Company nor the Dealer Manager will be entitled to any principal funds deposited into the Escrow Account.