Common use of Distribution of the Escrowed Funds Clause in Contracts

Distribution of the Escrowed Funds. If at any time on or prior to the Closing Date the Minimum Offering Requirement has been met, then upon the happening of such event, the principal amount of the Escrowed Funds shall remain in the Escrow Account until the Escrow Agent receives written direction provided by the Corporation or the Dealer Manager instructing the Escrow Agent to deliver the principal amount, or a portion thereof, of such Escrowed Funds as the Corporation or the Dealer Manager, as the case may be, shall direct in writing. An affidavit or certification from an officer of the Corporation or the Dealer Manager to the Escrow Agent stating that the Minimum Offering Requirement has been timely met, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”); (ii) the actual total number of shares of Common Stock sold as of the Break Escrow Date; and (iii) if not all, that portion of the Escrowed Funds to be transferred. Upon the receipt by the Escrow Agent of the Break Escrow Affidavit, the Escrow Agent will deliver to State Street Bank and Trust Company (the “Custodian”), as directed by the Corporation, on the date of the first weekly closing following the receipt of the Break Escrow Affidavit, the principal and interest earned on such Escrowed Funds to be transferred and the Escrow Agent shall from that point forward, transfer on the 1st business day following each subsequent closing all principal and interest earned on the Escrowed Funds for the prior subscription period to the Custodian, as directed by the Corporation. Additionally, the Corporation hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with the Corporation. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing Date, the Escrow Agent shall promptly return the Escrowed Funds, including interest, if any, thereon, to the subscribers, per the name, address and in the amounts provided by the Corporation, the Dealer Manager or the Transfer Agent to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Corporation and the Dealer Manager in writing of its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Corporation or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return the Escrowed Funds to subscribers, upon the terms and subject to the conditions set forth in this Section 2(b), by noon of the business day following the Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended.

Distribution of the Escrowed Funds. (1) In the event that, at any time on or prior to the close of business on the date that is one year following the commencement of the Offering (the “Closing Date”), the Company has received the Primary Minimum, the Escrow Agent shall promptly notify the Company. Upon receiving written confirmation from the Company that the Primary Minimum has been received, the Escrow Agent shall promptly disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Primary Subscribers, (the “Primary Funds”), and any interest earned thereon, and any subscription proceeds thereafter received from the Primary Subscribers shall no longer be subject to the escrow provisions of this Agreement. If the Primary Minimum has not been received on or prior to the Closing Date, the Processing Agent shall promptly provide the Escrow Agent the information needed to return to the Primary Subscribers the Primary Funds, together with any interest earned thereon, and the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the Primary Funds, together with any interest thereon and IRS Forms 1099, without deduction, penalty or expense, to the respective Primary Subscribers, and the Escrow Agent shall promptly notify the Company and the Dealer Manager of its distribution of the Primary Funds. (2) Notwithstanding any disbursements in accordance with this Section 3(b), in the event that, at any time on or prior to the Closing Date the Minimum Offering Requirement has been met, then upon the happening of such eventDate, the principal amount of Company has received the Escrowed Funds Tennessee Minimum, the Escrow Agent shall remain promptly notify the Company. Upon receiving written confirmation from the Company that the Tennessee Minimum had been received, the Escrow Agent shall promptly disburse to the Company, by check or wire transfer, the funds in the Escrow Account until representing the Escrow Agent receives written direction provided by the Corporation or the Dealer Manager instructing the Escrow Agent to deliver the principal amount, or a portion thereof, of such Escrowed Funds as the Corporation or the Dealer Manager, as the case may be, shall direct in writing. An affidavit or certification from an officer of the Corporation or the Dealer Manager to the Escrow Agent stating that the Minimum Offering Requirement has been timely met, shall constitute sufficient evidence gross purchase price for the purpose of this Agreement that such event has occurred Shares received from the Tennessee Subscribers (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”); (ii) the actual total number of shares of Common Stock sold as of the Break Escrow Date; and (iii) if not all, that portion of the Escrowed Funds to be transferred. Upon the receipt by the Escrow Agent of the Break Escrow Affidavit, the Escrow Agent will deliver to State Street Bank and Trust Company (the “CustodianTN Funds”), as directed by the Corporation, on the date of the first weekly closing following the receipt of the Break Escrow Affidavit, the principal and any interest earned on such Escrowed Funds to thereon, and any subscription proceeds thereafter received from the Tennessee Subscribers shall no longer be transferred and the Escrow Agent shall from that point forward, transfer on the 1st business day following each subsequent closing all principal and interest earned on the Escrowed Funds for the prior subscription period subject to the Custodian, as directed by the Corporation. Additionally, the Corporation hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with the Corporationescrow provisions of this Agreement. If the Escrow Agent Tennessee Minimum has not been received a Break Escrow Affidavit on or prior to the Closing Date, the Processing Agent shall promptly provide the Escrow Agent the information needed to return to the Tennessee Subscribers the TN Funds, together with any interest thereon, and the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the Escrowed TN Funds, including interesttogether with any interest earned thereon and IRS Forms 1099, if any, thereon, to the subscribers, per the name, address and in the amounts provided by the Corporation, the Dealer Manager or the Transfer Agent to the Escrow Agent without deduction, penalty or expense, to the respective Tennessee Subscribers, and the Escrow Agent shall promptly notify the Corporation Company and the Dealer Manager in writing of its distribution of the funds. The subscription payments returned TN Funds. (3) Notwithstanding any disbursements in accordance with this Section 3(b), in the event that, at any time on or prior to each subscriber shall be free and clear of any and all claims the termination of the Corporation or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b)Offering, the term “promptly return” shall mean that Company has received the Pennsylvania Minimum, the Escrow Agent shall return promptly notify the Escrowed Funds Company. Upon receiving written confirmation from the Company that the Company has received the Pennsylvania Minimum, the Escrow Agent shall promptly disburse to subscribersthe Company, upon by check or wire transfer, the terms funds in the Escrow Account representing the gross purchase price for the Shares received from the Pennsylvania Subscribers (the “Pennsylvania Funds”), and any interest earned thereon, and any subscription proceeds thereafter received from the Pennsylvania Subscribers shall no longer be subject to the conditions escrow provisions of this Agreement. Notwithstanding the above, in the event that, on or prior to the close of business on the date that is 120 days after the commencement of the Offering (the “Initial Pennsylvania Period”), the Company has not received the Pennsylvania Minimum, the Company shall send to each Pennsylvania Subscriber by certified mail within ten calendar days after the end of the Initial Pennsylvania Period a notification of this fact. If, pursuant to the notification, a Pennsylvania Subscriber requests the return of his or her subscription funds within ten calendar days after receipt of the notification (the “Pennsylvania Request”), the Company or its agent shall immediately provide to the Escrow Agent written direction to disburse to each Pennsylvania Subscriber the collected funds deposited in the Escrow Account on behalf of that Pennsylvania Subscriber. The Escrow Agent shall thereafter refund directly to each Pennsylvania Subscriber the funds deposited in the Escrow Account on behalf of such Pennsylvania Subscriber, or shall return the instruments of payment delivered, but not yet processed for collection, together with any interest earned thereon and IRS Forms 1099, without deduction, penalty or expense, to each Pennsylvania Subscriber, no later than fifteen calendar days after the date of the Pennsylvania Request. However, the Escrow Agent shall not be required to remit any payments until funds represented by the payments have been collected by the Escrow Agent. The subscription funds of Pennsylvania Subscribers who do not request the return of their subscription funds within the 10-day request period described above shall remain in the Escrow Account for successive 120-day escrow periods (each, a “Successive Pennsylvania Period”), each commencing automatically upon the termination of the prior Successive Pennsylvania Period, and the Company and Escrow Agent shall follow the notification and payment procedure set forth above with respect to the Initial Pennsylvania Period for each Successive Pennsylvania Period until the occurrence of the earliest of the date that: (A) the Offering has terminated; (B) the Company has received the Pennsylvania Minimum; or (C) all funds held in the Escrow Account have been returned to the Pennsylvania Subscribers in accordance with the provisions hereof. (4) Notwithstanding any disbursements in accordance with this Section 2(b3(b), by noon of in the business day following event that, at any time on or prior to the Closing Date, the Company has received the Washington Minimum, the Escrow Agent shall promptly notify the Company. Upon receiving written confirmation from the Company that the Washington Minimum had been received, the Escrow Agent shall promptly disburse to the Company, by check or wire transfer, the funds in compliance the Escrow Account representing the gross purchase price for the Shares received from the Washington Subscribers (the “WA Funds”), and any interest earned thereon, and any subscription proceeds thereafter received from the Washington Subscribers shall no longer be subject to the escrow provisions of this Agreement. If the Washington Minimum has not been received on or prior to the Closing Date, the Processing Agent shall promptly provide the Escrow Agent the information needed to return to the Washington Subscribers the WA Funds, together with Rules 10b-9 any interest thereon, and 15c2-4 promulgated under the Securities Exchange Act Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the WA Funds, together with any interest earned thereon and IRS Forms 1099, without deduction, penalty or expense, to the respective Washington Subscribers, and the Escrow Agent shall promptly notify the Company and the Dealer Manager of 1934its distribution of the WA Funds. (5) Notwithstanding any disbursements in accordance with this Section 3(b), in the event that, at any time on or prior to the Closing Date, the Company has received the Ohio Minimum, the Escrow Agent shall promptly notify the Company. Upon receiving written confirmation from the Company that the Ohio Minimum had been received, the Escrow Agent shall promptly disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Ohio Subscribers (the “OH Funds”), and any interest earned thereon, and any subscription proceeds thereafter received from the Ohio Subscribers shall no longer be subject to the escrow provisions of this Agreement. If the Ohio Minimum has not been received on or prior to the Closing Date, the Processing Agent shall promptly provide the Escrow Agent the information needed to return to the Ohio Subscribers the OH Funds, together with any interest thereon, and the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the OH Funds, together with any interest earned thereon and IRS Forms 1099, without deduction, penalty or expense, to the respective Ohio Subscribers, and the Escrow Agent shall promptly notify the Company and the Dealer Manager of its distribution of the OH Funds. (6) After the satisfaction of the provisions of Sections 3(b)(1), 3(b)(2), 3(b)(3), 3(b)(4) and 3(b)(5), or any of them, in the event the Company receives subscriptions made payable to the Escrow Agent with respect to a state as to which the applicable provision has been satisfied, subscription proceeds may continue to be received in this account generally, but to the extent that the proceeds shall not be subject to escrow due to the satisfaction of the aforementioned provisions of this Section 3(b), the proceeds are not subject to the escrow provisions of this Agreement and at the instruction of the Company to the Escrow Agent, shall be transferred from the Escrow Account or deposited directly, as amendedthe case may be, into a commercial deposit account in the name of the Company with the Processing Agent (the “Deposit Account”) that has been previously established by the Company unless otherwise directed by the Company. The Company hereby covenants and agrees that it shall do all things necessary in order to establish the Deposit Account prior to its use. No other provisions of this Agreement shall apply to the Deposit Account. (7) If the Company rejects any subscription for which the Escrow Agent has collected funds, the Escrow Agent shall, upon the written request of the Company, promptly issue a refund to the rejected Subscriber. If the Company rejects any subscription for which the Escrow Agent has not yet collected funds but has submitted the Subscriber’s check for collection, the Escrow Agent shall promptly return the funds in the amount of the Subscriber’s check to the rejected Subscriber after such funds have been collected. If the Escrow Agent has not yet submitted a rejected Subscriber’s check for collection, the Escrow Agent shall promptly remit the Subscriber’s check directly to the Subscriber.

Distribution of the Escrowed Funds. If at any time on or prior to the Closing Date the Minimum Offering Requirement has been met, then upon the happening of such event, the principal amount of the Escrowed Funds shall remain in the Escrow Account until the Escrow Agent receives written direction provided by the Corporation or the Dealer Manager Manger instructing the Escrow Agent to deliver the principal amountamount of such Escrowed Funds, or a portion thereof, of such Escrowed Funds as the Corporation or the Dealer Manager, as the case may be, shall direct in writing. An affidavit or certification from an officer of the Corporation or the Dealer Manager to the Escrow Agent stating that the Minimum Offering Requirement has been timely met, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: indicate (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”); , (ii) the actual total number of shares of Common Stock Shares sold as of the Break Escrow Date; , and (iii) if not all, that portion of the Escrowed Funds to be transferred. Upon the Following receipt by the Escrow Agent of the Break Escrow Affidavit, the Escrow Agent will shall deliver to State Street Bank and Trust Company (the “Custodian”), as directed by the Corporation, on the date of the first weekly semi-monthly closing following the receipt of the Break Escrow Affidavit, the principal and interest earned on such Escrowed Funds to be transferred and the Escrow Agent shall from that point forwardforward (the “Post Escrow Break Period”), transfer on the 1st business day following each subsequent closing all principal and interest earned on the Escrowed Funds for the prior subscription period to the Custodian, as directed by the Corporation. Additionally, the Corporation hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with between the Transfer Agent and the Corporation. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing Date, the Escrow Agent shall promptly return (but no later than noon of the business day following the Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended) the Escrowed Funds, including interest, if any, interest thereon, to the subscribers, per the name, address and in the amounts provided by the Corporation, the Dealer Manager or the Transfer Agent to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Corporation and the Dealer Manager in writing of its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Corporation or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return the Escrowed Funds to subscribers, upon the terms and subject to the conditions set forth in this Section 2(b), by noon of the business day following the Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended.

Distribution of the Escrowed Funds. If If, at any time on or prior to the Closing Date Termination Date, the Minimum Offering Requirement has been met, then upon the happening of such event, the principal amount of the Escrowed Funds shall remain in the Escrow Account until the Escrow Agent receives written direction provided by the Corporation or the Dealer Manager instructing the Escrow Agent to deliver the principal amountamount of such Escrowed Funds, or a portion thereof, of such Escrowed Funds as the Corporation or the Dealer Manager, as the case may be, shall direct in writing. An affidavit or certification from an officer of the Corporation or the Dealer Manager to the Escrow Agent stating that the Minimum Offering Requirement has been timely met, met shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: indicate (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”); , (ii) the actual total number of shares of Common Stock Shares sold as of the Break Escrow Date; , and (iii) if not all, that portion of the Escrowed Funds to be transferredtransferred to the Corporation. Upon the Following receipt by the Escrow Agent of the Break Escrow Affidavit, the Escrow Agent will deliver to State Street Bank and Trust Company (shall disburse the “Custodian”)Escrowed Funds, as directed by the Corporation. Thereafter, on (the date of the first weekly closing following the receipt of the “Post Escrow Break Escrow AffidavitPeriod”), the principal and interest earned on such Escrowed Funds to be transferred and the Escrow Agent shall from that point forward, transfer on the 1st business day following each subsequent closing date on which any investor is admitted to the Corporation and thereby becomes a stockholder (each, a “Closing Date”), and the Corporation or the Dealer Manager shall notify the Escrow Agent of each Closing Date, all principal and interest earned on the Escrowed Funds for in the prior subscription period to Escrow Account since the Custodianprevious Closing Date, as directed by the Corporation. Additionally, the Corporation hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with between the Transfer Agent and the Corporation. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing Termination Date, the Escrow Agent shall promptly return (but no later than noon of the business day following the Termination Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended) the Escrowed Funds, including interest, if any, interest thereon, to the subscribers, per the name, address and in the amounts provided by the Corporation, the Dealer Manager or the Transfer Agent to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Corporation and the Dealer Manager in writing of its distribution of the fundsEscrowed Funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Corporation or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return the Escrowed Funds to subscribers, upon the terms and subject to the conditions set forth in this Section 2(b), by noon of the business day following the Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended.

Distribution of the Escrowed Funds. If If, at any time on or prior to the Closing Date Termination Date, the Minimum Offering Requirement has been met, then upon the happening of such event, the principal amount of the Escrowed Funds shall remain in the Escrow Account until the Escrow Agent receives written direction provided by the Corporation Company or the Dealer Manager instructing the Escrow Agent to deliver the principal amountamount of such Escrowed Funds, or a portion thereof, of such Escrowed Funds as the Corporation Company or the Dealer Manager, as the case may be, shall direct in writing. An affidavit or certification from an officer of the Corporation Company or the Dealer Manager to the Escrow Agent stating that the Minimum Offering Requirement has been timely met, met shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: indicate (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”); , (ii) the actual total number of shares each class of Common Stock Shares sold as of the Break Escrow Date; , and (iii) if not all, that portion of the Escrowed Funds to be transferredtransferred to the Company. Upon the Following receipt by the Escrow Agent of the Break Escrow Affidavit, the Escrow Agent will deliver to State Street Bank and Trust Company (shall disburse the “Custodian”)Escrowed Funds, as directed by the CorporationCompany. Thereafter (the “Post Escrow Break Period”), on the date of the first weekly closing following the receipt of the Break Escrow Affidavit, the principal and interest earned on such Escrowed Funds to be transferred and the Escrow Agent shall from that point forward, transfer on the 1st business day following each subsequent closing date on which any investor is admitted to the Company and thereby becomes a shareholder (each, a “Closing Date”), and the Company or the Dealer Manager shall notify the Escrow Agent of each Closing Date, all principal and interest earned on the Escrowed Funds for in the prior subscription period to Escrow Account since the Custodianprevious Closing Date, as directed by the CorporationCompany. Additionally, the Corporation Company hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with between the CorporationTransfer Agent and the Company. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing Termination Date, the Escrow Agent shall promptly return the Escrowed Funds, including interest, if any, thereon, to the subscribers, per the name, address and in the amounts provided by the Corporation, the Dealer Manager or the Transfer Agent to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Corporation and the Dealer Manager in writing of its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Corporation or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return the Escrowed Funds to subscribers, upon the terms and subject to the conditions set forth in this Section 2(b), by (but no later than noon of the business day following the Closing Termination Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended) the Escrowed Funds, including interest thereon, to the subscribers, per the name, address and in the amounts provided by the Company, the Dealer Manager or Transfer Agent to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Company and the Dealer Manager in writing of its distribution of the Escrowed Funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Company or any of its creditors.

Distribution of the Escrowed Funds. If at any time on or prior to the Closing Date the Minimum Offering Requirement has been met, then upon the happening of such event, the principal amount of the Escrowed Funds shall remain in the Escrow Account until the Escrow Agent receives written direction provided by the Corporation Company or the Dealer Manager instructing the Escrow Agent to deliver the principal amount, or a portion thereof, of such Escrowed Funds as the Corporation Company or the Dealer Manager, as the case may be, shall direct in writing. An affidavit or certification from an officer of the Corporation Company or the Dealer Manager to the Escrow Agent stating that the Minimum Offering Requirement has been timely met, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”); (ii) the actual total number of shares of Common Stock Shares sold as of the Break Escrow Date; and (iii) if not all, that portion of the Escrowed Funds to be transferred. Upon the receipt by the Escrow Agent of the Break Escrow Affidavit, the Escrow Agent will deliver to State Street Bank and Trust Company (the “Custodian”), as directed by the CorporationCompany, on the date of the first weekly closing following the receipt of the Break Escrow Affidavit, the principal and interest earned on such Escrowed Funds to be transferred and the Escrow Agent shall from that point forward, transfer on the 1st business day following each subsequent closing all principal and interest earned on the Escrowed Funds for the prior subscription period to the Custodian, as directed by the CorporationCompany. Additionally, the Corporation Company hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with the CorporationCompany. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing Date, the Escrow Agent shall promptly return the Escrowed Funds, including interest, if any, thereon, to the subscribers, per the name, address and in the amounts provided by the CorporationCompany, the Dealer Manager or the Transfer Agent to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Corporation Company and the Dealer Manager in writing of its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Corporation Company or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return the Escrowed Funds to subscribers, upon the terms and subject to the conditions set forth in this Section 2(b), by noon of the business day following the Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended.

Distribution of the Escrowed Funds. If at any time on or prior to the Closing Date the Minimum Offering Requirement has been met, then upon the happening of such event, the principal amount of the Escrowed Funds shall remain in the Escrow Account until the Escrow Agent receives written direction provided by the Corporation Company or the Dealer Manager Manger instructing the Escrow Agent to deliver the principal amount, or a portion thereof, of such Escrowed Funds as the Corporation Company or the Dealer Manager, as the case may be, shall direct in writingdirect. An affidavit or certification from an officer of the Corporation Company or the Dealer Manager to the Escrow Agent stating that the Minimum Offering Requirement has been timely met, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: indicate (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”); , (ii) the actual total number of shares of Common Stock Shares sold as of the Break Escrow Date; Date and (iii) if not all, that portion of the Escrowed Funds to be transferred. Upon the receipt by the Escrow Agent of the Break Escrow Affidavit, the Escrow Agent will deliver to State Street Bank and Trust Company (the “Custodian”), as directed by the CorporationCompany, on the date of the first weekly closing following the receipt of the Break Escrow Affidavit, all of the principal and interest income earned on such Escrowed Funds to be transferred and the Escrow Agent shall from that point forwardforward (the “Post Escrow Break Period”), transfer on the 1st business day following each subsequent closing all principal and interest income earned on the Escrowed Funds for the prior subscription period to the Custodian, as directed by the CorporationCompany. Additionally, the Corporation Company hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with between the CorporationTransfer Agent and the Company. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing Date, the Escrow Agent shall promptly return the Escrowed Funds, including interestincome, if any, thereon, to the subscribers, per the name, address and in the amounts provided by the CorporationCompany, the Dealer Manager or the Transfer Agent to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Corporation Company and the Dealer Manager in writing of its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Corporation Company or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return the Escrowed Funds to subscribers, upon the terms and subject to the conditions set forth in this Section 2(b), by noon of the business day following the Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended.

Distribution of the Escrowed Funds. If at any time on or prior Prior to the Closing Date initial closing in the Minimum Offering Requirement has been met, then upon Company’s public offering of Shares (the happening of such event“Initial Closing”), the principal amount of the Escrowed Funds shall remain in the Escrow Account until the Escrow Agent receives written direction provided by the Corporation Company or the Dealer Manager instructing the Escrow Agent to deliver the principal amount, or a portion thereof, of such Escrowed Funds as the Corporation Company or the Dealer Manager, as the case may be, shall direct in writingdirect. An affidavit or certification from an officer of the Corporation Company or the Dealer Manager to the Escrow Agent stating that the Minimum Offering Requirement has been timely met, requesting such direction shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: indicate (i) the requested date on which of transfer of the Minimum Offering Requirement has been met Escrowed Funds (the “Break Escrow Initial Closing Date”); , which shall in no event be less than one (ii1) business day following the actual total number of shares of Common Stock sold as date of the Break Escrow Date; Affidavit, and (iiiii) if not all, that portion of the Escrowed Funds to be transferred. Upon the receipt by the Escrow Agent of the Break Escrow Affidavit, the Escrow Agent will deliver to State Street Bank and Trust Company (the “Custodian”), as directed by the CorporationCompany, on the date Initial Closing Date, the amount of the first weekly closing following the receipt of the Break Escrow Affidavit, the principal and interest earned on such Escrowed Funds to be transferred and transferred. Following the Initial Closing Date, subscription proceeds shall be placed in the Escrow Account. The Escrow Agent shall from that point forward, forward transfer on the 1st business day following each subsequent closing related to the sale and purchase of the Shares, all principal and interest earned on the Escrowed Funds that have cleared normal banking channels for the prior subscription period to the Custodian, as directed by the CorporationCompany. Additionally, the Corporation Company hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with the Corporation. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing Date, the Escrow Agent shall promptly return the Escrowed Funds, including interest, if any, thereon, to the subscribers, per the name, address and in the amounts provided by the Corporation, the Dealer Manager or between the Transfer Agent to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Corporation and the Dealer Manager in writing of its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Corporation or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return the Escrowed Funds to subscribers, upon the terms and subject to the conditions set forth in this Section 2(b), by noon of the business day following the Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amendedCompany.

Distribution of the Escrowed Funds. If at any time on or prior to the Closing Date the Minimum Offering Requirement has been met, then upon the happening of such event, the principal amount of the Escrowed Funds shall remain in the Escrow Account until the Escrow Agent receives written direction provided by the Corporation Company or the Dealer Manager instructing the Escrow Agent to deliver the principal amount, or a portion thereof, of such Escrowed Funds as the Corporation Company or the Dealer Manager, as the case may be, shall direct in writing. An affidavit or certification from an officer of the Corporation Company or the Dealer Manager to the Escrow Agent stating that the Minimum Offering Requirement has been timely met, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”); (ii) the actual total number of shares of each class of Common Stock sold as of the Break Escrow Date; and (iii) if not all, that portion of the Escrowed Funds to be transferred. Upon the receipt by the Escrow Agent of the Break Escrow Affidavit, the Escrow Agent will deliver to State Street Bank and Trust Company (the “Custodian”), as directed by the CorporationCompany, on the date of the first weekly closing following the receipt of the Break Escrow Affidavit, the principal and interest earned on such Escrowed Funds to be transferred and the Escrow Agent shall from that point forward, transfer on the 1st business day following each subsequent closing all principal and interest earned on the Escrowed Funds that have cleared normal banking channels for the prior subscription period to the Custodian, as directed by the CorporationCompany. Additionally, the Corporation Company hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with the CorporationCompany. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing Date, the Escrow Agent shall promptly return the Escrowed Funds, including interest, if any, thereon, to the subscribers, per the name, address and in the amounts provided by the CorporationCompany, the Dealer Manager or the Transfer Agent to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Corporation Company and the Dealer Manager in writing of its distribution of the funds, provided that the Escrow Agent shall not return such subscribers funds unless it has received a fully complete Form W-9, or an appropriate substitution thereto, executed by the subscriber. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Corporation Company or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return the Escrowed Funds to subscribers, upon the terms and subject to the conditions set forth in this Section 2(b), by noon of the business day following the Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended.

Distribution of the Escrowed Funds. If at any time on or prior to the Closing Date Date, the Minimum Offering Requirement has been metraised, then upon the happening of such event, the principal amount of the Escrowed Funds shall remain in the Escrow Account until the Escrow Agent receives written direction provided by the Corporation or Company and the Dealer Manager instructing the Escrow Agent to deliver the principal amount, or a portion thereof, amount of such Escrowed Funds as the Corporation or the Dealer Manager, as the case may be, Company shall direct in writingdirect. An affidavit or certification from an officer of the Corporation or Company and an officer of the Dealer Manager to the Escrow Agent and Processing Agent stating that at least the Minimum Offering Requirement has been timely metraised, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: indicate (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”); was raised and (ii) the actual total number of shares of Common Stock Shares sold as of the Break Escrow Date; and (iii) if not all, that portion of the Escrowed Funds to be transferredsuch date. Upon the receipt by the Escrow Agent of the Break Escrow AffidavitThereafter, the Escrow Agent will deliver to State Street Bank and Trust Company (shall release funds from the “Custodian”), Escrow Account as directed by the Corporation, on Company pursuant to written instruction that the date of the first weekly closing following the receipt of the Break Escrow Affidavit, the principal and interest earned on such Escrowed Funds Company shall provide to be transferred and the Escrow Agent shall from that point forward, transfer on the 1st business day following each subsequent closing all principal and interest earned on the Escrowed Funds for the prior subscription period time to the Custodian, as directed by the Corporation. Additionally, the Corporation hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with the Corporationtime. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing Date, the Processing Agent shall provide the Escrow Agent shall promptly the information needed to return the Escrowed Funds, including interest, if any, together with any interest thereon, to the subscriberseach respective subscriber, per the name, address and in the amounts provided by the Corporation, the Dealer Manager or the Transfer Agent to the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the Escrowed Funds, together with any interest thereon, without deduction, penalty or expense, to the respective subscribers, and the Escrow Agent shall notify the Corporation Company and the Dealer Manager in writing of its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Corporation Company or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return the Escrowed Funds to subscribers, upon the terms and subject to the conditions set forth in this Section 2(b), by noon of the business day following the Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended.

Distribution of the Escrowed Funds. If at any time on or prior to the Closing Date the Minimum Offering Requirement has been met, then upon the happening of such event, the principal amount of the Escrowed Funds shall remain in the Escrow Account until the Escrow Agent receives written direction provided by the Corporation Company or the Dealer Manager instructing the Escrow Agent to deliver the principal amount, or a portion thereof, of such Escrowed Funds as the Corporation Company or the Dealer Manager, as the case may be, shall direct in writing. An affidavit or certification from an officer of the Corporation Company or the Dealer Manager to the Escrow Agent stating that the Minimum Offering Requirement has been timely met, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”); (ii) the actual total number of shares of each class of Common Stock Shares sold as of the Break Escrow Date; and (iii) if not all, that portion of the Escrowed Funds to be transferred. Upon the receipt by the Escrow Agent of the Break Escrow Affidavit, the Escrow Agent will deliver to State Street Bank and Trust Company (the “Custodian”), as directed by the CorporationCompany, on the date of the first weekly closing following the receipt of the Break Escrow Affidavit, the principal and interest earned on such Escrowed Funds to be transferred and the Escrow Agent shall from that point forward, transfer on the 1st business day following each subsequent closing all principal and interest earned on the Escrowed Funds that have cleared normal banking channels for the prior subscription period to the Custodian, as directed by the CorporationCompany. Additionally, the Corporation Company hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with the CorporationCompany. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing Date, the Escrow Agent shall promptly return the Escrowed Funds, including interest, if any, thereon, to the subscribers, per the name, address and in the amounts provided by the CorporationCompany, the Dealer Manager or the Transfer Agent to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Corporation Company and the Dealer Manager in writing of its distribution of the funds, provided that the Escrow Agent shall not return such subscribers’ funds unless it has received a fully complete form W-9, or an appropriate substitution thereto, executed by the subscriber. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Corporation Company or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return the Escrowed Funds to subscribers, upon the terms and subject to the conditions set forth in this Section 2(b), by noon of the business day following the Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended, provided, however, that the Escrow Agent shall not return such subscriber’s funds until such funds have cleared normal banking channels.

Distribution of the Escrowed Funds. If at any time on or prior to the Closing Date termination of the Minimum Offering Requirement offer of Class T Shares pursuant to the Offering, the Ownership Condition has been metsatisfied, then upon the happening of such event, the principal amount of funds in the Escrowed Funds Escrow Account shall remain in the Escrow Account until the Escrow Agent receives written direction provided by the Corporation or Company and the Dealer Manager instructing the Escrow Agent to deliver the principal amountamount of such escrowed funds as the Company shall direct. The Escrow Agent shall not, however, disburse the funds of a Benefit Plan Investor, the subscription of which has been rejected or rescinded, if the Escrow Agent has been notified by the Company of such rejection or rescission, or a portion thereof, of such Escrowed Funds as for which the Corporation or Processing Agent has not confirmed may be accepted by the Dealer Manager, as the case may be, shall direct in writingCompany. An affidavit or certification from an officer of the Corporation or Company and an officer of the Dealer Manager to the Escrow Agent and Processing Agent stating that the Minimum Offering Requirement Ownership Condition has been timely metsatisfied, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”)Ownership Condition was satisfied; and (ii) the actual total number of shares holders of Common Stock sold the Class T Shares who are independent of the Company and each other as of the Break Escrow Date; and (iii) if not all, that portion of the Escrowed Funds to be transferredsuch date. Upon the receipt by the Escrow Agent of the Break Escrow Affidavit, the Escrow Agent will deliver to State Street Bank and Trust Company (the “Custodian”), as directed by the Corporation, on the date of the first weekly closing following the receipt of the Break Escrow Affidavit, the principal and interest earned on such Escrowed Funds to be transferred and the Escrow Agent shall from that point forward, transfer on the 1st business day following each subsequent closing all principal and interest earned on the Escrowed Funds for the prior subscription period to the Custodian, as directed by the Corporation. Additionally, the Corporation hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with the Corporation. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing DateThereafter, the Escrow Agent shall promptly return the Escrowed Funds, including interest, if any, thereon, distribute directly to the subscribers, per the name, address and Benefit Plan Investors any interest earned on such Benefit Plan Investors’ subscription payments while such payments were held in the amounts Escrow Account, provided by the Corporation, the Dealer Manager or the Transfer Agent to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Corporation and the Dealer Manager in writing of its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Corporation or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return not distribute any interest to a Benefit Plan Investor unless it has received a fully complete Form W-9, or an appropriate substitute thereto, executed by the Escrowed Funds to subscribers, upon the terms and subject to the conditions set forth in this Section 2(b), by noon of the business day following the Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amendedBenefit Plan Investor.

Distribution of the Escrowed Funds. If at any time on or prior to The funds in the Closing Date the Minimum Offering Requirement has been met, then upon the happening of such event, the principal amount of the Escrowed Funds Escrow Account shall remain in the Escrow Account until (i) the Minimum Offering has been achieved and (ii) the Escrow Agent receives written direction provided by the Corporation or the Dealer Manager Company instructing the Escrow Agent to deliver the principal amount, or a portion thereof, amount of such Escrowed Funds as the Corporation Company shall direct, provided, however, that the Escrow Agent shall not disburse the funds of a subscriber, the subscription of which has been rejected or rescinded, if the Dealer Manager, as Escrow Agent has been notified by the case may be, shall direct in writingCompany of such rejection or rescission. An affidavit or certification A letter from an officer of the Corporation or the Dealer Manager Company to the Escrow Agent and Processing Agent stating that at least the Minimum Offering Requirement has been timely metachieved on or prior to the Closing Date, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow AffidavitLetter”). The Break Escrow Affidavit Letter shall indicate: (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”)was achieved or satisfied; and (ii) the actual total number of shares of Common Stock Shares sold as of such date. The current form of the Break Escrow Date; and (iii) if not all, that portion of the Escrowed Funds to be transferred. Upon the receipt by the Escrow Agent of the Break Escrow Affidavit, the Escrow Agent will deliver to State Street Bank and Trust Letter is attached hereto as Exhibit B. The Company (the “Custodian”), as directed by the Corporation, on the date of the first weekly closing following the receipt of the Break Escrow Affidavit, the principal and interest earned on such Escrowed Funds to be transferred and the Escrow Agent shall from that point forward, transfer on the 1st business day following each subsequent closing all principal and interest earned on the Escrowed Funds for the prior subscription period to the Custodian, as directed by the Corporation. Additionally, the Corporation hereby directs the Escrow Agent to provide the Transfer Processing Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with the Corporation. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing DateProcessing Agent, including, without limitation, the Escrow Agent shall promptly return the Escrowed Funds, including interest, if any, thereonsubscription agreements, to maintain ownership records for the subscribers, per the name, address and in the amounts provided by the Corporation, the Dealer Manager or the Transfer Agent Shares. With respect to any disbursement directions submitted to the Escrow Agent without deductionunder this section, penalty or expensethe Company certifies it shall review any wire instructions set forth therein to confirm such wire instructions are accurate, and agrees it will not seek recourse from the Escrow Agent shall notify as a result of losses incurred by it for making the Corporation and the Dealer Manager disbursement in writing of accordance with its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Corporation or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return the Escrowed Funds to subscribers, upon the terms and subject to the conditions set forth in this Section 2(b), by noon of the business day following the Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amendedinstructions.

Distribution of the Escrowed Funds. (1) In the event that, at any time on or prior to the close of business on the date that is one year following the commencement of the Offering (the “Closing Date”), the Company has received the Primary Minimum, the Escrow Agent shall promptly notify the Company. Upon receiving written confirmation from the Processing Agent that the Primary Minimum has been received, the Escrow Agent shall promptly disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Primary Subscribers, (the “Primary Funds”), and any interest earned thereon, and any subscription proceeds thereafter received from the Primary Subscribers shall no longer be subject to the escrow provisions of this Agreement. If the Primary Minimum has not been received on or prior to the Closing Date, the Processing Agent shall promptly provide the Escrow Agent the information needed to return to the Primary Subscribers the Primary Funds, together with any interest earned thereon, and the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the Primary Funds, together with any interest thereon and IRS Forms 1099, without deduction, penalty or expense, to the respective Primary Subscribers, and the Escrow Agent shall promptly notify the Company and the Dealer Manager of its distribution of the Primary Funds. (2) Notwithstanding any disbursements in accordance with this Section 2(b), in that event that, at any time on or prior to the Closing Date the Minimum Offering Requirement has been met, then upon the happening of such eventDate, the principal amount of Company has received the Escrowed Funds Tennessee Minimum, the Escrow Agent shall remain promptly notify the Company. Upon receiving written confirmation from the Processing Agent that the Tennessee Minimum had been received, the Escrow Agent shall promptly disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account until representing the Escrow Agent receives written direction provided by the Corporation or the Dealer Manager instructing the Escrow Agent to deliver the principal amount, or a portion thereof, of such Escrowed Funds as the Corporation or the Dealer Manager, as the case may be, shall direct in writing. An affidavit or certification from an officer of the Corporation or the Dealer Manager to the Escrow Agent stating that the Minimum Offering Requirement has been timely met, shall constitute sufficient evidence gross purchase price for the purpose of this Agreement that such event has occurred Shares received from the Tennessee Subscribers (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”); (ii) the actual total number of shares of Common Stock sold as of the Break Escrow Date; and (iii) if not all, that portion of the Escrowed Funds to be transferred. Upon the receipt by the Escrow Agent of the Break Escrow Affidavit, the Escrow Agent will deliver to State Street Bank and Trust Company (the “CustodianTN Funds”), as directed by the Corporation, on the date of the first weekly closing following the receipt of the Break Escrow Affidavit, the principal and any interest earned on such Escrowed Funds to thereon, and any subscription proceeds thereafter received from the Tennessee Subscribers shall no longer be transferred and the Escrow Agent shall from that point forward, transfer on the 1st business day following each subsequent closing all principal and interest earned on the Escrowed Funds for the prior subscription period subject to the Custodian, as directed by the Corporation. Additionally, the Corporation hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with the Corporationescrow provisions of this Agreement. If the Escrow Agent Tennessee Minimum has not been received a Break Escrow Affidavit on or prior to the Closing Date, the Processing Agent shall promptly provide the Escrow Agent the information needed to return to the Tennessee Subscribers the TN Funds, together with any interest thereon, and the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the Escrowed TN Funds, including interesttogether with any interest earned thereon and IRS Forms 1099, if any, thereon, to the subscribers, per the name, address and in the amounts provided by the Corporation, the Dealer Manager or the Transfer Agent to the Escrow Agent without deduction, penalty or expense, to the respective Tennessee Subscribers, and the Escrow Agent shall promptly notify the Corporation Company and the Dealer Manager in writing of its distribution of the fundsTN Funds. (3) Notwithstanding any disbursements in accordance with this Section 2(b), in that event that, at any time on or prior to the termination of the Offering, the Company has received the Pennsylvania Minimum, the Escrow Agent shall promptly notify the Company. Upon receiving written confirmation from the Processing Agent that the Company has received the Pennsylvania Minimum, the Escrow Agent shall promptly disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Pennsylvania Subscribers (the “Pennsylvania Funds”), and any interest earned thereon, and any subscription proceeds thereafter received from the Pennsylvania Subscribers shall no longer be subject to the escrow provisions of this Agreement. Notwithstanding the above, in that event that, on or prior to the close of business on the date that is 120 days after the commencement of the Offering (the “Initial Pennsylvania Period”), the Company has not received the Pennsylvania Minimum, the Company shall send to each Pennsylvania Subscriber by certified mail within ten calendar days after the end of the Initial Pennsylvania Period a notification of this fact. If, pursuant to the notification, a Pennsylvania Subscriber requests the return of his or her subscription funds within ten calendar days after receipt of the notification (the “Pennsylvania Request”), the Company or its agent shall immediately provide to the Escrow Agent written direction to disburse to each Pennsylvania Subscriber the collected funds deposited in the Escrow Account on behalf of that Pennsylvania Subscriber. The Escrow Agent shall thereafter refund directly to each Pennsylvania Subscriber the funds deposited in the Escrow Account on behalf of such Pennsylvania Subscriber, or shall return the instruments of payment delivered, but not yet processed for collection, together with any interest earned thereon and IRS Forms 1099, without deduction, penalty or expense, to each Pennsylvania Subscriber, no later than fifteen calendar days after the date of the Pennsylvania Request. However, the Escrow Agent shall not be required to remit any payments until funds represented by the payments have been collected by the Escrow Agent. The subscription payments funds of Pennsylvania Subscribers who do not request the return of their subscription funds within the Request Period shall remain in the Escrow Account for successive 120-day escrow periods (each, a “Successive Pennsylvania Period”), each commencing automatically upon the termination of the prior Successive Escrow Period, and the Company and Escrow Agent shall follow the notification and payment procedure set forth above with respect to the Initial Pennsylvania Period for each Successive Pennsylvania Period until the occurrence of the earliest of the date that: (A) the Offering has terminated; (B) the Company has received the Pennsylvania Minimum; or (C) all funds held in the Escrow Account have been returned to each subscriber the Pennsylvania Subscribers in accordance with the provisions hereof. (4) Notwithstanding any disbursements in accordance with this Section 2(b), in that event that, at any time on or prior to the Closing Date, the Company has received the Washington Minimum, the Escrow Agent shall promptly notify the Company. Upon receiving written confirmation from the Processing Agent that the Washington Minimum had been received, the Escrow Agent shall promptly disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Washington Subscribers (the “WA Funds”), and any interest earned thereon, and any subscription proceeds thereafter received from the Washington Subscribers shall no longer be free subject to the escrow provisions of this Agreement. If the Washington Minimum has not been received on or prior to the Closing Date, the Processing Agent shall promptly provide the Escrow Agent the information needed to return to the Washington Subscribers the WA Funds, together with any interest thereon, and clear the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the WA Funds, together with any interest earned thereon and IRS Forms 1099, without deduction, penalty or expense, to the respective Washington Subscribers, and the Escrow Agent shall promptly notify the Company and the Dealer Manager of any and all claims its distribution of the Corporation WA Funds. (5) Notwithstanding any disbursements in accordance with this Section 2(b), in that event that, at any time on or prior to the Closing Date, the Company has received the Ohio Minimum, the Escrow Agent shall promptly notify the Company. Upon receiving written confirmation from the Processing Agent that the Ohio Minimum had been received, the Escrow Agent shall promptly disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Ohio Subscribers (the “OH Funds”), and any interest earned thereon, and any subscription proceeds thereafter received from the Ohio Subscribers shall no longer be subject to the escrow provisions of this Agreement. If the Ohio Minimum has not been received on or prior to the Closing Date, the Processing Agent shall promptly provide the Escrow Agent the information needed to return to the Ohio Subscribers the OH Funds, together with any interest thereon, and the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the OH Funds, together with any interest earned thereon and IRS Forms 1099, without deduction, penalty or expense, to the respective Ohio Subscribers, and the Escrow Agent shall promptly notify the Company and the Dealer Manager of its distribution of the OH Funds. (6) After the satisfaction of the provisions of Sections 2(b)(1), 2(b)(2), 2(b)(3), 2(b)(4) and 2(b)(5), or any of its creditors. The parties hereto hereby agree thatthem, for purposes in the event the Company receives subscriptions made payable to the Escrow Agent with respect to a state as to which the applicable provision has been satisfied, subscription proceeds may continue to be received in this account generally, but to the extent that the proceeds shall not be subject to escrow due to the satisfaction of the aforementioned provisions of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return the Escrowed Funds to subscribers, upon the terms and proceeds are not subject to the conditions set forth in escrow provisions of this Section 2(b), by noon Agreement and at the instruction of the business day following Company to the Closing DateEscrow Agent, in compliance with Rules 10b-9 and 15c2-4 promulgated under shall be transferred from the Securities Exchange Act of 1934Escrow Account or deposited directly, as amendedthe case may be, into a commercial deposit account in the name of the Company with the Processing Agent (the “Deposit Account”) that has been previously established by the Company unless otherwise directed by the Company. The Company hereby covenants and agrees that it shall do all things necessary in order to establish the Deposit Account prior to its use. No other provisions of this Agreement shall apply to the Deposit Account.

Distribution of the Escrowed Funds. If at any time on or prior Prior to the Closing Date initial closing in the Minimum Offering Requirement has been met, then upon Company’s public offering of Shares (the happening of such event“Initial Closing”), the principal amount of the Escrowed Funds shall remain in the Escrow Account until the Escrow Agent receives written direction provided by the Corporation Company or the Dealer Manager instructing the Escrow Agent to deliver the principal amount, or a portion thereof, of such Escrowed Funds as the Corporation Company or the Dealer Manager, as the case may be, shall direct in writingdirect. An affidavit or certification from an officer of the Corporation Company or the Dealer Manager to the Escrow Agent stating that the Minimum Offering Requirement has been timely met, requesting such direction shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: indicate (i) the requested date on which of transfer of the Minimum Offering Requirement has been met Escrowed Funds (the “Break Escrow Initial Closing Date”); , which shall in no event be less than one (ii1) business day following the actual total number of shares of Common Stock sold as date of the Break Escrow Date; Affidavit, and (iiiii) if not all, that portion of the Escrowed Funds to be transferred. Upon the receipt by the Escrow Agent of the Break Escrow Affidavit, the Escrow Agent will deliver to State Street Bank and Trust Company (the “Custodian”), Escrowed Funds as directed by the Corporation, Company on the date of Initial Closing Date. Following the first weekly closing following the receipt of the Break Escrow AffidavitInitial Closing Date, the principal and interest earned on such Escrowed Funds subscription proceeds shall continue to be transferred and placed in the Escrow Account. The Escrow Agent shall from that point forward, forward transfer on the 1st business day following the receipt of written notice from the Company, which such notice can be in the form of an email transmission, of each subsequent closing related to the sale and purchase of the Shares, all principal and interest earned on the Escrowed Funds that have cleared normal banking channels for the prior subscription period to the Custodianperiod, as directed by the CorporationCompany. Additionally, the Corporation Company hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with the Corporation. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing Date, the Escrow Agent shall promptly return the Escrowed Funds, including interest, if any, thereon, to the subscribers, per the name, address and in the amounts provided by the Corporation, the Dealer Manager or between the Transfer Agent to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Corporation and the Dealer Manager in writing of its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Corporation or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return the Escrowed Funds to subscribers, upon the terms and subject to the conditions set forth in this Section 2(b), by noon of the business day following the Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amendedCompany.

Distribution of the Escrowed Funds. If at any time on or prior to The funds in the Closing Date the Minimum Offering Requirement has been met, then upon the happening of such event, the principal amount of the Escrowed Funds Escrow Account shall remain in the Escrow Account until (i) the Minimum Offering has been achieved and (ii) the Escrow Agent receives written direction provided by the Corporation or the Dealer Manager Company instructing the Escrow Agent to deliver the principal amount, or a portion thereof, amount of such Escrowed Funds escrowed funds as the Corporation Company shall direct, provided, however, that the Escrow Agent shall not disburse the funds of a subscriber, the subscription of which has been rejected or rescinded, if the Dealer Manager, as Escrow Agent has been notified by the case may be, shall direct in writingCompany of such rejection or rescission. An affidavit or certification A letter from an officer of the Corporation or the Dealer Manager Company to the Escrow Agent and Processing Agent stating that at least the Minimum Offering Requirement has been timely metachieved on or prior to the Closing Date, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow AffidavitLetter”). The Break Escrow Affidavit Letter shall indicate: (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”)was achieved or satisfied; and (ii) the actual total number of shares of Common Stock Shares sold as of such date. The current form of the Break Escrow Date; and (iii) if not all, that portion of the Escrowed Funds to be transferred. Upon the receipt by the Escrow Agent of the Break Escrow Affidavit, the Escrow Agent will deliver to State Street Bank and Trust Letter is attached hereto as Exhibit B. The Company (the “Custodian”), as directed by the Corporation, on the date of the first weekly closing following the receipt of the Break Escrow Affidavit, the principal and interest earned on such Escrowed Funds to be transferred and the Escrow Agent shall from that point forward, transfer on the 1st business day following each subsequent closing all principal and interest earned on the Escrowed Funds for the prior subscription period to the Custodian, as directed by the Corporation. Additionally, the Corporation hereby directs the Escrow Agent to provide the Transfer Processing Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with the Corporation. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing DateProcessing Agent, including, without limitation, the Escrow Agent shall promptly return the Escrowed Funds, including interest, if any, thereonSubscription Agreements, to maintain ownership records for the subscribers, per the name, address and in the amounts provided by the Corporation, the Dealer Manager or the Transfer Agent Company’s shares. With respect to any disbursement directions submitted to the Escrow Agent without deductionunder this section, penalty or expensethe Company certifies it shall review any wire instructions set forth therein to confirm such wire instructions are accurate, and agrees it will not seek recourse from the Escrow Agent shall notify as a result of losses incurred by it for making the Corporation and the Dealer Manager disbursement in writing of accordance with its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Corporation or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return the Escrowed Funds to subscribers, upon the terms and subject to the conditions set forth in this Section 2(b), by noon of the business day following the Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amendedinstructions.

Distribution of the Escrowed Funds. If at any time on or prior to the Closing Date Date, the Minimum Offering Requirement has Proceeds have been metraised, then upon the happening of such event, the principal amount of the Escrowed Funds shall remain in the Escrow Account until the Escrow Agent receives written direction provided by the Corporation or Company and the Dealer Manager instructing the Escrow Agent to deliver the principal amount, or a portion thereof, amount of such Escrowed Funds as the Corporation or the Dealer Manager, as the case may be, Company shall direct in writingdirect. An affidavit or certification from an officer of the Corporation or the Dealer Manager Company to the Escrow Agent stating that the Minimum Offering Requirement has Proceeds have been timely metraised, shall constitute sufficient evidence for the purpose of this Agreement agreement that such event has occurred (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: indicate (i) the date on which the Minimum Offering Requirement has Proceeds have been met raised (the “Break Escrow Date”); ) and (ii) the actual total number of shares of Common Stock Shares sold as of the Break Escrow Date; . Thereafter, the Escrow Agent shall release funds from the Escrow Account as directed by the Company and (iii) if not all, the Dealer Manager pursuant to written instruction that portion of the Escrowed Funds Company shall provide to be transferredthe Escrow Agent from time to time. Upon the receipt by the Escrow Agent of the Break Escrow Affidavit, the Company and the Dealer Manager hereby direct the Escrow Agent will to deliver to State Street Bank and PFPC Trust Company (the “Custodian”), as directed by the Corporation, Company on the date 1st business day of the first weekly closing month following the receipt of the Escrow Break Escrow Affidavit, Affidavit all of the principal and interest earned on such Escrowed Funds to be transferred and the Escrow Agent shall from that point forwardforward (the “ Post Escrow Break Period”), transfer on the 1st business day following of each subsequent closing month all principal and interest earned on the Escrowed Funds for the prior subscription period month to the Custodian, as directed by the CorporationCompany. Additionally, the Corporation Company hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with between the CorporationTransfer Agent and the Company. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing Date, the Escrow Agent shall promptly return the Escrowed Funds, Funds including interest, if any, interest thereon, to the subscribers, per the name, address and in the amounts provided by the Corporation, the Dealer Manager Company or the Transfer Agent to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Corporation Company and the Dealer Manager in writing of its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Corporation Company or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return the Escrowed Funds to subscribers, upon the terms and subject to the conditions set forth in this Section 2(b), by noon of the business day following the Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended.

Distribution of the Escrowed Funds. If at any time on or prior to the Closing Date Date, the Minimum Offering Requirement has Proceeds have been metraised, then upon the happening of such event, the principal amount of the Escrowed Funds shall remain in the Escrow Account until the Escrow Agent receives written direction provided by the Corporation or the Dealer Manager Company instructing the Escrow Agent to deliver the principal amount, or a portion thereof, amount of such Escrowed Funds as the Corporation or the Dealer Manager, as the case may be, Company shall direct in writingdirect. An affidavit or certification from an officer of the Corporation or the Dealer Manager Company to the Escrow Agent and Transfer Agent stating that the Minimum Offering Requirement has Proceeds have been timely metraised, shall constitute sufficient evidence for the purpose of this Agreement agreement that such event has occurred (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: indicate (i) the date on which the Minimum Offering Requirement has Proceeds have been met raised (the “Break Escrow Date”); ) and (ii) the actual total number of shares of Common Stock Shares sold as of the Break Escrow Date; and (iii) if not all. Thereafter, the Escrow Agent shall release funds from the Escrow Account as directed by the Company pursuant to written instruction that portion of the Escrowed Funds Company shall provide to be transferredthe Escrow Agent from time to time. Upon the receipt by of the Escrow Agent of the Break Escrow Affidavit, the Company hereby directs the Escrow Agent will to deliver to State Street Bank and Reliance Trust Company (the “Custodian”), as directed by the Corporation, Company on the date 1stbusiness day of the first weekly closing month following the receipt of the Escrow Break Escrow Affidavit, Affidavit all of the principal and interest earned on such Escrowed Funds to be transferred and the Escrow Agent shall from that point forwardforward (the “Post Escrow Break Period”), transfer on the 1st business 1stbusiness day following of each subsequent closing month all principal and interest earned on the Escrowed Funds for the prior subscription period month to the Custodian, as directed by the CorporationCompany. Additionally, the Corporation Company hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with between the CorporationTransfer Agent and the Company. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing Date, the Escrow Agent shall promptly to return the Escrowed Funds, including interest, if any, thereon, Funds to the Transfer Agent per written instructions for further delivery to the respective subscribers, per the name, address and in the amounts provided by the Corporation, the Dealer Manager Company or the Transfer Agent to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Corporation Company and the Dealer Manager in writing Managers of its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Corporation Company or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return the Escrowed Funds to subscribers, upon the terms and subject to the conditions set forth in this Section 2(b), by noon of the business day following the Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended.

Distribution of the Escrowed Funds. If at any time on or prior to the Closing Date the Minimum Offering Requirement has been met, then upon the happening of such event, the principal amount of the Escrowed Funds shall remain in the Escrow Account until the Escrow Agent receives written direction provided by the Corporation Company or the Dealer Manager instructing the Escrow Agent to deliver the principal amount, or a portion thereof, of such Escrowed Funds as the Corporation Company or the Dealer Manager, as the case may be, shall direct in writing. An affidavit or certification from an officer of the Corporation Company or the Dealer Manager to the Escrow Agent stating that the Minimum Offering Requirement has been timely met, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”); (ii) the actual total number of shares of each class of Common Stock sold as of the Break Escrow Date; and (iii) if not all, that portion of the Escrowed Funds to be transferred. Upon the receipt by the Escrow Agent of the Break Escrow Affidavit, the Escrow Agent will deliver to State Street Bank and Trust Company (the “Custodian”), as directed by the CorporationCompany, on the date of the first weekly closing following the receipt of the Break Escrow Affidavit, the principal and interest earned on such Escrowed Funds to be transferred and the Escrow Agent shall from that point forward, transfer on the 1st business day following each subsequent closing all principal and interest earned on the Escrowed Funds that have cleared normal banking channels for the prior subscription period to the Custodian, as directed by the CorporationCompany. Additionally, the Corporation Company hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with the CorporationCompany. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing Date, the Escrow Agent shall promptly return the Escrowed Funds, including interest, if any, thereon, to the subscribers, per the name, address and in the amounts provided by the CorporationCompany, the Dealer Manager or the Transfer Agent to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Corporation Company and the Dealer Manager in writing of its distribution of the funds, provided that the Escrow Agent shall not return such subscribers funds unless it has received a fully complete Form W-9, or an appropriate substitution thereto, executed by the subscriber. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Corporation or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return the Escrowed Funds to subscribers, upon the terms and subject to the conditions set forth in this Section 2(b), by noon of the business day following the Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended.claims

Distribution of the Escrowed Funds. If at any time on or prior to The funds in the Closing Date the Minimum Offering Requirement has been met, then upon the happening of such event, the principal amount of the Escrowed Funds Escrow Account shall remain in the Escrow Account until (i) the Minimum Offering has been achieved and (ii) the Escrow Agent receives written direction provided by the Corporation or the Dealer Manager Company instructing the Escrow Agent to deliver the principal amount, or a portion thereof, amount of such Escrowed Funds as the Corporation Company shall direct, provided, however, that the Escrow Agent shall not disburse the funds of a subscriber, the subscription of which has been rejected or rescinded, if the Escrow Agent has been notified by the Company of such rejection or rescission. In the event the Escrow Agent receives written notice from the Company or the Dealer ManagerIntermediary Manager that the Company or Intermediary Manager has rejected a Subscriber’s subscription, the Escrow Agent shall pay directly to the applicable subscriber, within ten (10) business days after receiving notice of the rejection, by first class United States Mail at the address appearing on the List of Subscribers, or at such other address or wire instructions as are furnished to the case may be, shall direct Escrow Agent by the Subscriber in writing, all collected sums paid by the Subscriber for Shares and received by the Escrow Agent, together with all interest earned thereon. An affidavit or certification A letter from an officer of the Corporation or the Dealer Manager Company to the Escrow Agent and Processing Agent stating that at least the Minimum Offering Requirement has been timely metachieved on or prior to the Closing Date, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow AffidavitLetter”). The Break Escrow Affidavit Letter shall indicate: (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”)was achieved or satisfied; and (ii) the actual total number of shares of Common Stock Shares sold as of such date. The current form of the Break Escrow Date; and (iii) if not all, that portion of the Escrowed Funds to be transferred. Upon the receipt by the Escrow Agent of the Break Escrow Affidavit, the Escrow Agent will deliver to State Street Bank and Trust Letter is attached hereto as Exhibit D. The Company (the “Custodian”), as directed by the Corporation, on the date of the first weekly closing following the receipt of the Break Escrow Affidavit, the principal and interest earned on such Escrowed Funds to be transferred and the Escrow Agent shall from that point forward, transfer on the 1st business day following each subsequent closing all principal and interest earned on the Escrowed Funds for the prior subscription period to the Custodian, as directed by the Corporation. Additionally, the Corporation hereby directs the Escrow Agent to provide the Transfer Processing Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with the Corporation. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing DateProcessing Agent, including, without limitation, the Escrow Agent shall promptly return the Escrowed Funds, including interest, if any, thereonsubscription agreements, to maintain ownership records for the subscribers, per the name, address and in the amounts provided by the Corporation, the Dealer Manager or the Transfer Agent Shares. With respect to any disbursement directions submitted to the Escrow Agent without deductionunder this section, penalty or expensethe Company certifies it shall review any wire instructions set forth therein to confirm such wire instructions are accurate, and agrees it will not seek recourse from the Escrow Agent shall notify as a result of losses incurred by it for making the Corporation and the Dealer Manager disbursement in writing of accordance with its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Corporation or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return the Escrowed Funds to subscribers, upon the terms and subject to the conditions set forth in this Section 2(b), by noon of the business day following the Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amendedinstructions.

Distribution of the Escrowed Funds. (1) In the event that, at any time on or prior to the close of business on the date that is one year following the commencement of the Offering (the “Closing Date”), the Company has received the Primary Minimum, the Escrow Agent shall promptly notify the Company. Upon receiving written confirmation from the Processing Agent that the Primary Minimum has been received, the Escrow Agent shall promptly disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Primary Subscribers, (the “Primary Funds”), and any interest earned thereon, and any subscription proceeds thereafter received from the Primary Subscribers shall no longer be subject to the escrow provisions of this Agreement. If the Primary Minimum has not been received on or prior to the Closing Date, the Processing Agent shall promptly provide the Escrow Agent the information needed to return to the Primary Subscribers the Primary Funds, together with any interest earned thereon, and the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the Primary Funds, together with any interest thereon and IRS Forms 1099, without deduction, penalty or expense, to the respective Primary Subscribers, and the Escrow Agent shall promptly notify the Company and the Dealer Manager of its distribution of the Primary Funds. (2) Notwithstanding any disbursements in accordance with this Section 2(b), in the event that, at any time on or prior to the Closing Date the Minimum Offering Requirement has been met, then upon the happening of such eventDate, the principal amount of Company has received the Escrowed Funds Tennessee Minimum, the Escrow Agent shall remain promptly notify the Company. Upon receiving written confirmation from the Processing Agent that the Tennessee Minimum had been received, the Escrow Agent shall promptly disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account until representing the Escrow Agent receives written direction provided by the Corporation or the Dealer Manager instructing the Escrow Agent to deliver the principal amount, or a portion thereof, of such Escrowed Funds as the Corporation or the Dealer Manager, as the case may be, shall direct in writing. An affidavit or certification from an officer of the Corporation or the Dealer Manager to the Escrow Agent stating that the Minimum Offering Requirement has been timely met, shall constitute sufficient evidence gross purchase price for the purpose of this Agreement that such event has occurred Shares received from the Tennessee Subscribers (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”); (ii) the actual total number of shares of Common Stock sold as of the Break Escrow Date; and (iii) if not all, that portion of the Escrowed Funds to be transferred. Upon the receipt by the Escrow Agent of the Break Escrow Affidavit, the Escrow Agent will deliver to State Street Bank and Trust Company (the “CustodianTN Funds”), as directed by the Corporation, on the date of the first weekly closing following the receipt of the Break Escrow Affidavit, the principal and any interest earned on such Escrowed Funds to thereon, and any subscription proceeds thereafter received from the Tennessee Subscribers shall no longer be transferred and the Escrow Agent shall from that point forward, transfer on the 1st business day following each subsequent closing all principal and interest earned on the Escrowed Funds for the prior subscription period subject to the Custodian, as directed by the Corporation. Additionally, the Corporation hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with the Corporationescrow provisions of this Agreement. If the Escrow Agent Tennessee Minimum has not been received a Break Escrow Affidavit on or prior to the Closing Date, the Processing Agent shall promptly provide the Escrow Agent the information needed to return to the Tennessee Subscribers the TN Funds, together with any interest thereon, and the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the Escrowed TN Funds, including interesttogether with any interest earned thereon and IRS Forms 1099, if any, thereon, to the subscribers, per the name, address and in the amounts provided by the Corporation, the Dealer Manager or the Transfer Agent to the Escrow Agent without deduction, penalty or expense, to the respective Tennessee Subscribers, and the Escrow Agent shall promptly notify the Corporation Company and the Dealer Manager in writing of its distribution of the fundsTN Funds. (3) Notwithstanding any disbursements in accordance with this Section 2(b), in the event that, at any time on or prior to the termination of the Offering, the Company has received the Pennsylvania Minimum, the Escrow Agent shall promptly notify the Company. Upon receiving written confirmation from the Processing Agent that the Company has received the Pennsylvania Minimum, the Escrow Agent shall promptly disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Pennsylvania Subscribers (the “Pennsylvania Funds”), and any interest earned thereon, and any subscription proceeds thereafter received from the Pennsylvania Subscribers shall no longer be subject to the escrow provisions of this Agreement. Notwithstanding the above, in the event that, on or prior to the close of business on the date that is 120 days after the commencement of the Offering (the “Initial Pennsylvania Period”), the Company has not received the Pennsylvania Minimum, the Company shall send to each Pennsylvania Subscriber by certified mail within ten calendar days after the end of the Initial Pennsylvania Period a notification of this fact. If, pursuant to the notification, a Pennsylvania Subscriber requests the return of his or her subscription funds within ten calendar days after receipt of the notification (the “Pennsylvania Request”), the Company or its agent shall immediately provide to the Escrow Agent written direction to disburse to each Pennsylvania Subscriber the collected funds deposited in the Escrow Account on behalf of that Pennsylvania Subscriber. The Escrow Agent shall thereafter refund directly to each Pennsylvania Subscriber the funds deposited in the Escrow Account on behalf of such Pennsylvania Subscriber, or shall return the instruments of payment delivered, but not yet processed for collection, together with any interest earned thereon and IRS Forms 1099, without deduction, penalty or expense, to each Pennsylvania Subscriber, no later than fifteen calendar days after the date of the Pennsylvania Request. However, the Escrow Agent shall not be required to remit any payments until funds represented by the payments have been collected by the Escrow Agent. The subscription payments funds of Pennsylvania Subscribers who do not request the return of their subscription funds within the Request Period shall remain in the Escrow Account for successive 120-day escrow periods (each, a “Successive Pennsylvania Period”), each commencing automatically upon the termination of the prior Successive Escrow Period, and the Company and Escrow Agent shall follow the notification and payment procedure set forth above with respect to the Initial Pennsylvania Period for each Successive Pennsylvania Period until the occurrence of the earliest of the date that: (A) the Offering has terminated; (B) the Company has received the Pennsylvania Minimum; or (C) all funds held in the Escrow Account have been returned to each subscriber the Pennsylvania Subscribers in accordance with the provisions hereof. (4) Notwithstanding any disbursements in accordance with this Section 2(b), in the event that, at any time on or prior to the Closing Date, the Company has received the Washington Minimum, the Escrow Agent shall promptly notify the Company. Upon receiving written confirmation from the Processing Agent that the Washington Minimum had been received, the Escrow Agent shall promptly disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Washington Subscribers (the “WA Funds”), and any interest earned thereon, and any subscription proceeds thereafter received from the Washington Subscribers shall no longer be free subject to the escrow provisions of this Agreement. If the Washington Minimum has not been received on or prior to the Closing Date, the Processing Agent shall promptly provide the Escrow Agent the information needed to return to the Washington Subscribers the WA Funds, together with any interest thereon, and clear the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the WA Funds, together with any interest earned thereon and IRS Forms 1099, without deduction, penalty or expense, to the respective Washington Subscribers, and the Escrow Agent shall promptly notify the Company and the Dealer Manager of any and all claims its distribution of the Corporation WA Funds. (5) Notwithstanding any disbursements in accordance with this Section 2(b), in the event that, at any time on or prior to the Closing Date, the Company has received the Ohio Minimum, the Escrow Agent shall promptly notify the Company. Upon receiving written confirmation from the Processing Agent that the Ohio Minimum had been received, the Escrow Agent shall promptly disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Ohio Subscribers (the “OH Funds”), and any interest earned thereon, and any subscription proceeds thereafter received from the Ohio Subscribers shall no longer be subject to the escrow provisions of this Agreement. If the Ohio Minimum has not been received on or prior to the Closing Date, the Processing Agent shall promptly provide the Escrow Agent the information needed to return to the Ohio Subscribers the OH Funds, together with any interest thereon, and the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the OH Funds, together with any interest earned thereon and IRS Forms 1099, without deduction, penalty or expense, to the respective Ohio Subscribers, and the Escrow Agent shall promptly notify the Company and the Dealer Manager of its distribution of the OH Funds. (6) After the satisfaction of the provisions of Sections 2(b)(1), 2(b)(2), 2(b)(3), 2(b)(4) and 2(b)(5), or any of its creditors. The parties hereto hereby agree thatthem, for purposes in the event the Company receives subscriptions made payable to the Escrow Agent with respect to a state as to which the applicable provision has been satisfied, subscription proceeds may continue to be received in this account generally, but to the extent that the proceeds shall not be subject to escrow due to the satisfaction of the aforementioned provisions of this Section 2(b), the term proceeds are not subject to the escrow provisions of this Agreement and at the instruction of the Company to the Escrow Agent, shall be transferred from the Escrow Account or deposited directly, as the case may be, into a commercial deposit account in the name of the Company with the Processing Agent (the “Deposit Account”) that has been previously established by the Company unless otherwise directed by the Company. The Company hereby covenants and agrees that it shall do all things necessary in order to establish the Deposit Account prior to its use. No other provisions of this Agreement shall apply to the Deposit Account. (7) If the Company rejects any subscription for which the Escrow Agent has collected funds, the Escrow Agent shall, upon the written request of the Company, promptly return” shall mean that issue a refund to the rejected Subscriber. If the Company rejects any subscription for which the Escrow Agent has not yet collected funds but has submitted the Subscriber’s check for collection, the Escrow Agent shall promptly return the Escrowed Funds to subscribers, upon funds in the terms and subject amount of the Subscriber’s check to the conditions set forth in this Section 2(b)rejected Subscriber after such funds have been collected. If the Escrow Agent has not yet submitted a rejected Subscriber’s check for collection, by noon of the business day following Escrow Agent shall promptly remit the Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under Subscriber’s check directly to the Securities Exchange Act of 1934, as amendedSubscriber.

Distribution of the Escrowed Funds. If at any time on or prior to the Closing Date Date, an aggregate of at least $2.5 million of gross offering proceeds from persons who are not affiliated with the Minimum Offering Requirement Company or the Advisor has been metraised, then upon the happening of such event, the principal amount of the Escrowed Funds shall remain in the Escrow Account until the Escrow Agent receives written direction provided by the Corporation or the Dealer Manager Company instructing the Escrow Agent to deliver the principal amount, or a portion thereof, amount of such Escrowed Funds as the Corporation or the Dealer Manager, as the case may be, Company shall direct in writingdirect. An affidavit or certification from an officer of the Corporation or the Dealer Manager Company to the Escrow Agent and Transfer Agent stating that at least $2.5 million of gross offering proceeds from persons who are not affiliated with the Minimum Offering Requirement Company or the Advisor has been timely metraised, shall constitute sufficient evidence for the purpose of this Agreement agreement that such event has occurred (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: indicate (i) the date on which at least an aggregate of $2.5 million of gross offering proceeds from persons who are not affiliated with the Minimum Offering Requirement Company or the Advisor has been met raised (the “Break Escrow Date”); ) and (ii) the actual total number of shares of Common Stock Shares sold as of the Break Escrow Date; and (iii) if not all. Thereafter, the Escrow Agent shall release funds from the Escrow Account as directed by the Company pursuant to written instruction that portion of the Escrowed Funds Company shall provide to be transferredthe Escrow Agent from time to time. Upon the receipt by of the Escrow Agent of the Break Escrow Affidavit, the Company hereby directs the Escrow Agent will to deliver to State Street Bank and PFPC Trust Company (the “Custodian”), as directed by the Corporation, Company on the date 1st business day of the first weekly closing month following the receipt of the Escrow Break Escrow Affidavit, Affidavit all of the principal and interest earned on such Escrowed Funds to be transferred and the Escrow Agent shall from that point forwardforward (the “ Post Escrow Break Period”), transfer on the 1st business day following of each subsequent closing month all principal and interest earned on the Escrowed Funds for the prior subscription period month to the Custodian, as directed by the CorporationCompany. Additionally, the Corporation Company hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with between the CorporationTransfer Agent and the Company. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing Date, the Escrow Agent shall promptly return the Escrowed Funds, including interest, if any, thereon, to the subscribers, per the name, address and in the amounts provided by the Corporation, the Dealer Manager or the Transfer Agent to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Corporation and the Dealer Manager in writing of its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Corporation or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return the Escrowed Funds to subscribers, upon the terms and subject Transfer Agent per written instructions for further delivery to the conditions set forth in this Section 2(b), by noon of the business day following the Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amendedrespective subscribers.

Distribution of the Escrowed Funds. If at any time on or prior The Escrow Agent shall periodically transfer to the Term Fund all Escrowed Funds pursuant to standing instructions from the Term Fund as agreed among the Term Fund, the Escrow Agent and the Dealer Manager from time to time (each such event being a “Periodic Closing Date the Minimum Offering Requirement has been met, then upon the happening of such eventDate.” Upon each Periodic Closing Date, the principal amount of the Escrowed Funds shall remain in the Escrow Account until the Escrow Agent receives written direction provided by the Corporation or the Dealer Manager Term Fund instructing the Escrow Agent to deliver the principal amount, or a portion thereof, of such Escrowed Funds as the Corporation or the Dealer Manager, as the case may be, Term Fund shall direct in writingdirect. An affidavit electronic affidavit, certification or certification other written instructions from an officer of the Corporation or the Dealer Manager Term Fund to the Escrow Agent stating that the Minimum Offering Requirement has requirements for a Periodic Closing Date have been timely met, met shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: indicate (i) the date on which the Minimum Offering Requirement has been met Periodic Closing shall occur (the “Break Escrow Date”); , (ii) the actual total number of shares of Common Stock Shares sold as of the Break Escrow Date; Date and (iii) if not all, that portion of the Escrowed Funds to be transferred. Upon the receipt by the Escrow Agent of the initial Break Escrow Affidavit, the Escrow Agent will deliver to State Street U.S. Bank and Trust Company (the “Custodian”), as directed by the CorporationTerm Fund, on the date all of the first weekly closing following the receipt of the Break Escrow Affidavit, the principal and interest earned on such Escrowed Funds to be transferred and the Escrow Agent shall from that point forward, forward transfer as directed on the 1st business day a periodic basis following each subsequent closing Periodic Closing all principal and interest earned on the Escrowed Funds for the prior subscription period Escrow Period to the Custodian, as directed by the CorporationTerm Fund. Additionally, the Corporation Term Fund hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with between the CorporationTransfer Agent and the Term Fund. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing DateBreak Escrow Date for a given Escrow Period, the Escrow Agent shall promptly return the Escrowed Funds, including interest, if any, thereon, Funds to the subscribers, per the name, address and in the amounts provided by the CorporationTerm Fund, the Dealer Manager or the Transfer Agent to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Corporation Term Fund and the Dealer Manager in writing of its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Corporation Term Fund or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return the Escrowed Funds to subscribers, upon the terms and subject to the conditions set forth in this Section 2(b), by noon of the business day following the Periodic Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended.

Distribution of the Escrowed Funds. If at any time on or prior The Escrow Agent shall periodically transfer to the Perpetual Fund all Escrowed Funds pursuant to standing instructions from the Perpetual Fund as agreed among the Perpetual Fund, the Escrow Agent and the Dealer Manager from time to time (each such event being a “Periodic Closing Date the Minimum Offering Requirement has been met, then upon the happening of such eventDate.” Upon each Periodic Closing Date, the principal amount of the Escrowed Funds shall remain in the Escrow Account until the Escrow Agent receives written direction provided by the Corporation or the Dealer Manager Perpetual Fund instructing the Escrow Agent to deliver the principal amount, or a portion thereof, of such Escrowed Funds as the Corporation or the Dealer Manager, as the case may be, Perpetual Fund shall direct in writingdirect. An affidavit electronic affidavit, certification or certification other written instructions from an officer of the Corporation or the Dealer Manager Perpetual Fund to the Escrow Agent stating that the Minimum Offering Requirement has requirements for a Periodic Closing Date have been timely met, met shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: indicate (i) the date on which the Minimum Offering Requirement has been met Periodic Closing shall occur (the “Break Escrow Date”); , (ii) the actual total number of shares of Common Stock Shares sold as of the Break Escrow Date; Date and (iii) if not all, that portion of the Escrowed Funds to be transferred. Upon the receipt by the Escrow Agent of the initial Break Escrow Affidavit, the Escrow Agent will deliver to State Street U.S. Bank and Trust Company (the “Custodian”), as directed by the CorporationPerpetual Fund, on the date all of the first weekly closing following the receipt of the Break Escrow Affidavit, the principal and interest earned on such Escrowed Funds to be transferred and the Escrow Agent shall from that point forward, forward transfer as directed on the 1st business day a periodic basis following each subsequent closing Periodic Closing all principal and interest earned on the Escrowed Funds for the prior subscription period Escrow Period to the Custodian, as directed by the CorporationPerpetual Fund. Additionally, the Corporation Perpetual Fund hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with between the CorporationTransfer Agent and the Perpetual Fund. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing DateBreak Escrow Date for a given Escrow Period, the Escrow Agent shall promptly return the Escrowed Funds, including interest, if any, thereon, Funds to the subscribers, per the name, address and in the amounts provided by the CorporationPerpetual Fund, the Dealer Manager or the Transfer Agent to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Corporation Perpetual Fund and the Dealer Manager in writing of its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Corporation Perpetual Fund or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return the Escrowed Funds to subscribers, upon the terms and subject to the conditions set forth in this Section 2(b), by noon of the business day following the Periodic Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended.

Distribution of the Escrowed Funds. If at any time on or prior to the Closing Date Offering Conclusion Date, subscriptions sufficient to satisfy the Minimum Offering Requirement has Amount have been metreceived, then upon the happening of such event, the principal amount of the Escrowed Funds Funds, together with any interest or other income thereon, shall remain in the Escrow Account until the Escrow Agent receives written direction provided by the Corporation or Company and the Dealer Manager instructing the Escrow Agent to deliver the principal amount, or a portion thereof, amount of such Escrowed Funds as the Corporation Funds, together with any interest or the Dealer Managerother income thereon, as the case may be, Company shall direct in writingdirect. An affidavit or certification from an officer of the Corporation or Company and an officer of the Dealer Manager to the Escrow Agent and Processing Agent stating that at least subscriptions for the Minimum Offering Requirement has have been timely metreceived, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: indicate (i) the date on which subscriptions for the Minimum Offering Requirement has been met (the “Break Escrow Date”); were received and (ii) the actual total number of shares of Common Stock Shares sold as of the Break Escrow Date; and (iii) if not all, that portion of the Escrowed Funds to be transferredsuch date. Upon the receipt by the Escrow Agent of the Break Escrow AffidavitThereafter, the Escrow Agent will deliver shall release the principal amount of such Escrowed Funds, together with any interest or other income thereon, as may be held in the Escrow Account from time to State Street Bank and Trust Company (time, including funds received during the “Custodian”)Offering Period but subsequent to the Escrow Period, as directed by the Corporation, on Company pursuant to written instructions that the date of the first weekly closing following the receipt of the Break Escrow Affidavit, the principal and interest earned on such Escrowed Funds Company shall provide to be transferred and the Escrow Agent shall from that point forward, transfer on the 1st business day following each subsequent closing all principal and interest earned on the Escrowed Funds for the prior subscription period time to the Custodian, as directed by the Corporation. Additionally, the Corporation hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with the Corporationtime. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing Offering Conclusion Date, the Processing Agent shall provide the Escrow Agent the information needed to return the Escrowed Funds, together with any interest or other income thereon, to each respective subscriber, and the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the Escrowed Funds, including interest, if any, together with any interest or other income thereon, to the subscribers, per the name, address and in the amounts provided by the Corporation, the Dealer Manager or the Transfer Agent to the Escrow Agent without deduction, penalty or expense, to the respective subscribers, and the Escrow Agent shall notify the Corporation Company and the Dealer Manager in writing of its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Corporation Company or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return the Escrowed Funds to subscribers, upon the terms and subject to the conditions set forth in this Section 2(b), by noon of the business day following the Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended.

Distribution of the Escrowed Funds. If at any time on or prior The Escrow Agent shall hold ----------------------------------- and continue to the Closing Date the Minimum Offering Requirement has been met, then upon the happening of such event, the principal amount of hold the Escrowed Funds shall remain in the Escrow Account until the Escrow Agent receives written direction provided by the Corporation or the Dealer Manager instructing the Escrow Agent to deliver the principal amount, or a portion thereof, of such Escrowed Funds as the Corporation or the Dealer Manager, as the case may be, shall direct in writing. An affidavit or certification from an officer of the Corporation or the Dealer Manager to the Escrow Agent stating that the Minimum Offering Requirement has been timely met, shall constitute sufficient evidence for the purpose of this Agreement that such event has occurred (the “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”); (ii) the actual total number of shares of Common Stock sold as of the Break Escrow Date; and (iii) if not all, that portion of the Escrowed Funds to be transferred. Upon the receipt by the Escrow Agent of the Break Escrow Affidavit, the Escrow Agent will deliver to State Street Bank and Trust Company (the “Custodian”), as directed by the Corporation, on the date of the first weekly closing following the receipt of the Break Escrow Affidavit, the principal and interest earned on such Escrowed Funds to be transferred and the Escrow Agent shall from that point forward, transfer on the 1st business day following each subsequent closing all principal and interest earned earnings on the Escrowed Funds for until the prior subscription period to the Custodian, same are disbursed as directed by the Corporation. Additionally, the Corporation hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files provided in this Section 4 and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with the Corporation. in Section 6: 4.1 If the Escrow Agent has not received a Break an aggregate of $1,000,000 for the Escrowed Funds by the due date set forth in Section 2, and such shortfall is not cured within the thirty days of such due date, then Escrow Affidavit on or prior Agent shall handle the amounts of the Escrowed Funds received from each Purchaser in accordance with the written instructions of such Purchaser received within such thirty day period. The Escrow Agent shall return all amounts of the Escrowed Funds (and the earnings after reimbursement of expenses as provided in Section 6 allocated thereto) to the Purchaser from whom received where it does not receive such written instructions to the contrary within such time period. 4.2 Subject to Section 4.1, on the First Closing Date of the Purchase Agreement, the Escrow Agent shall pay $250,000 of the Escrowed Funds to SRC as payment for the First Closing Shares under the Purchase Agreement. Subject to Section 4.1, on the Second Closing Date of the Purchase Agreement, the Escrow Agent shall pay the entire remaining amount of the Escrowed Funds to SRC as payment for the Second Closing Shares under the Purchase Agreement. Promptly after the Second Closing Date, the Escrow Agent shall promptly return pay to each Purchaser such Purchaser's share of the earnings (after reimbursement of expenses as provided in Section 5) on the Escrowed Funds. 4.3 If the first Closing Date does not occur prior to May 31, including interest2001, if anythen on or promptly after such date, thereon, to the subscribers, per the name, address and in the amounts provided by the Corporation, the Dealer Manager or the Transfer Agent to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Corporation and the Dealer Manager in writing of its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Corporation or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return to each Purchaser the amount such Purchaser contributed to the Escrowed Funds. If the Second Closing Date does not occur prior to September 30, 2001, then on or promptly after such date, the Escrow Agent shall return to each Purchaser the amount such Purchaser contributed to the Escrowed Funds to subscribers, upon less the terms and subject to portion of such Purchaser's contribution paid for the conditions set forth in this First Closing Shares under Section 2(b), by noon 4.2 plus such Purchaser's share of the business day following the Closing Date, earnings (after reimbursement of expenses as provided in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended.Section 6)