esaprimetrust20200714

Escrow Services Agreement This Escrow Services Agreement (this “Agreement”) is made and entered into as of 07 / 14 / 2020 by and between Prime Trust, LLC (“Prime Trust” or “Escrow Agent”), Jamestown Invest 1, LLC (the “Issuer”) and StartEngine Primary LLC (the “Broker”). Recitals WHEREAS, the Issuer proposes to cause its managing broker to engage Broker to offer for sale and sell securities to prospective investors (such investors are referred to herein as “Subscribers”), as disclosed in its offering materials, in a registered offering pursuant to the Securities Act of 1933, as amended, or exemption from registration (i.e. Regulation A+, D or S) (the “Offering”), the equity, debt or other securities of the Issuer (the “Securities”) up to the maximum amount of $5,000,000.00 (the “Maximum Amount of the Offering”). There is no minimum contingency or minimum offering amount in this Offering. WHEREAS, Issuer has caused its managing broker to engage Broker, a registered broker-dealer with the Securities Exchange Commission and member of the Financial Industry Regulatory Authority, to serve as one of several placement agent or underwriter, as applicable, for the Offering. WHEREAS, Issuer and Broker desire to establish an Escrow Account in which funds received from Subscribers will be held during the Offering, subject to the terms and conditions of this Agreement. WHEREAS, Prime Trust agrees to serve as third-party escrow agent for the Subscribers with respect to such Escrow Account (as defined below) in accordance with the terms and conditions set forth herein. Agreement NOW THEREFORE, in consideration for the mutual covenants, promises, agreements, representations, and warranties contained in this Agreement and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties herby agree as follows: 1. Establishment of Escrow Account. Prior to the Issuer initiating the Offering, and prior to the receipt of the first Subscriber funds, Escrow Agent shall establish an account for the Issuer (the “Escrow Account”). All parties agree to maintain the Escrow Account and Escrow Amount (as defined below) in a manner that is compliant with applicable banking and securities regulations. Escrow Agent shall be the sole administrator of the Escrow Account. 2. Escrow Period. The escrow period (“Escrow Period”) shall begin upon execution of this Agreement and shall terminate, in whole or in part, as applicable, upon the earlier to occur of the following: a. The date upon which Escrow Agent has received the Escrow Amount cleared in the Escrow Account and the Issuer and/or Broker instructed a final partial or full closing on those funds, provided, however, that the Escrow Amount does not exceed the Maximum Amount of the Offering.; or b. The date which is one year from the date of qualification of the Offering by the Securities and Exchange Commission; or c. The date upon which a determination is made by Issuer and/or their authorized representatives to terminate the Agreement; or Doc ID: ab691c7cdc885d1b36e4e8419b6a7b8f448b6ff5

d. Escrow Agent’s exercise of the termination rights specified in Section 8. During the Escrow Period, the parties agree that (i) the Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) neither Issuer nor the Broker are entitled to any funds received into the Escrow Account, and that no amounts deposited into the Escrow Account shall become the property of Issuer, Broker or any third-party, or be subject to any debts, liens or encumbrances of any kind, except as provided in paragraph 4 below. 3. Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in Jamestown Invest 1, LLC”) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking system (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions. Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that Subscriber funds are considered “cleared” as follows: * Wires — 24 hours (one business day) following receipt of funds; * Checks — 10 days following deposit of funds to the Escrow Account; *ACH — 10 days following receipt of funds; *Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed; *Credit and Debit Cards – 24 hours (one business day) following receipt of funds. For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with the right to recall, cancel or otherwise dispute the transaction for a period of up to 60 days following the transactions. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and Broker, subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions. Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust Doc ID: ab691c7cdc885d1b36e4e8419b6a7b8f448b6ff5

reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers. 4. Disbursements from the Escrow Account. Upon written instruction from Issuer and/or Broker (generally via notification on the Issuer Dashboard), Escrow Agent shall, pursuant to those instructions, make a disbursement to the Issuer from the Escrow Account which are available for disbursement. Issuer acknowledges that there is a 24-hour (one business day) processing time once a request has been received to disburse funds from the Escrow Account. Furthermore, Issuer directs Escrow Agent to accept instructions regarding disbursements from Broker. 5. Collection Procedure. Escrow Agent, upon receipt of Subscriber funds, shall promptly deposit them in the Escrow Account. Any Subscriber funds which fail to clear or are subsequently reversed, including but not limited to chargebacks, recalls or otherwise disputed, shall be debited to the Escrow Account, with such debits reflected on the Escrow Account ledger accessible via Escrow Agent’s API or Issuer Dashboard as a non-exclusive remedy. Any and all escrow fees paid by Issuer, including those for funds processing are non-refundable, regardless of whether ultimately cleared, failed, rescinded, returned or recalled. In the event of any Subscriber refunds, returns or recalls after funds have already been remitted to Issuer, Issuer and/or Broker hereby irrevocably agree to immediately and without delay or dispute send equivalent funds to Escrow Agent to cover such refunds, returns or recalls. If Issuer has any dispute or disagreement with its Subscriber then that is separate and apart from this Agreement and Issuer and/or Broker will address such matters directly with such Subscriber, including taking whatever actions Issuer and/or Broker determines appropriate, but Issuer and/or Broker shall regardless remit funds to Escrow Agent and not involve Escrow Agent in any such disputes. 6. Escrow Administration Fees, Compensation of Prime Trust. Escrow Agent is entitled to escrow administration fees from Issuer and/or Broker as set forth in Schedule A attached hereto and as displayed on the Issuer Dashboard. Escrow Agent fees are not contingent in any way on the success or failure of the Offering, receipt of Subscriber funds, or transactions contemplated by this Agreement. No fees, charges or expense reimbursements of Escrow Agent are reimbursable, and are not subject to pro-rata analysis. All fees and charges, if not paid by a representative of Issuer (e.g. funding platform, lead syndicate broker, etc.), may be made via either Issuers credit/debit card or ACH information on file with Escrow Agent. Issuer shall at all times maintain appropriate funds in their account for the payment of escrow administration fees. Escrow Agent may also collect its fee(s), at its option, from any other account held by the Issuer at Prime Trust. It is acknowledged and agreed that no fees, reimbursement for costs and expenses, indemnification for any damages incurred by Issuer or Escrow Agent shall be paid out of or chargeable to the Escrow Amount. 7. Representations and Warranties. The Issuer and Broker each covenant and make the following representations and warranties to Escrow Agent: a. It is duly organized, validly existing, and in good standing under the laws of the state of its incorporation or organization and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Doc ID: ab691c7cdc885d1b36e4e8419b6a7b8f448b6ff5

b. This Agreement and the transactions contemplated thereby have been duly approved by all necessary actions, including any necessary shareholder or membership approval, has been executed by its duly authorized officers, and constitutes a valid and binding agreement enforceable in accordance with its terms. c. The execution, delivery, and performance of this Agreement is in accordance with the agreements related to the Offering and will not violate, conflict with, or cause a default under its articles of incorporation, bylaws, management agreement or other organizational document, as applicable, any applicable law, rule or regulation, any court order or administrative ruling or decree to which it is a party or any of its property is subject, or any agreement, contract, indenture, or other binding arrangement, including the agreements related to the Offering, to which it is a party or any of its property is subject. d. The Offering shall contain a statement that Escrow Agent has not investigated the desirability or advisability of investment in the Securities nor approved, endorsed or passed upon the merits of purchasing the Securities; and the name of Escrow Agent has not and shall not be used in any manner in connection with the Offering of the Securities other than to state that Escrow Agent has agreed to serve as escrow agent for the limited purposes set forth in this Agreement. e. No party other than the parties hereto has, or shall have, any lien, claim or security interest in the Escrow Amounts or any part thereof. No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow Amounts or any part thereof. f. It possesses such valid and current licenses, certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct its respective businesses, and it has not received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such license, certificate, authorization or permit. g. Its business activities are in no way related to Cannabis, gambling, pornography, or firearms. h. The Offering complies in all material respects with the Act and all applicable laws, rules and regulations. i. All of its representations and warranties contained herein are true and complete as of the date hereof and will be true and complete at the time of any disbursement of Escrow Amounts. 8. Term and Termination. This Agreement will remain in full force during the Escrow Period and shall terminate upon the following: a. As set forth in Section 2. b. Termination for Convenience. Any party may terminate this Agreement at any time for any reason by giving at least thirty (30) days’ written notice. c. Escrow Agent’s Resignation. Escrow Agent may unilaterally resign at any time without prior notice by giving written notice to Issuer, whereupon Issuer will immediately appoint a successor escrow agent. Doc ID: ab691c7cdc885d1b36e4e8419b6a7b8f448b6ff5

9. Binding Arbitration, Applicable Law, Venue, and Attorney’s Fees. This Agreement is governed by, and will be interpreted and enforced in accordance with, the laws of the State of Nevada, as applicable, without regard to principles of conflict of laws. Any claim or dispute arising under this Agreement may only be brought in arbitration, pursuant to the rules of the American Arbitration Association, with venue in Clark County, Nevada. The parties consent to this method of dispute resolution, as well as jurisdiction, and consent to this being a convenient forum for any such claim or dispute and waives any right it may have to object to either the method or jurisdiction for such claim or dispute. Furthermore, the prevailing party shall be entitled to recover damages plus reasonable attorney’s fees and costs and the decision of the arbitrator shall be final, binding and enforceable in any court. 10. Limited Capacity of Escrow Agent. This Agreement expressly and exclusively sets forth the duties of Escrow Agent with respect to any and all matters pertinent hereto, and no implied duties or obligations shall be read into this Agreement against Escrow Agent. Escrow Agent acts hereunder as an escrow agent only and is not associated, affiliated, or involved in the business decisions or business activities of Issuer, portal, or Subscriber. Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness, or validity of the subject matter of this Agreement or any part thereof, or for the form of execution thereof, or for the identity or authority of any person executing or depositing such subject matter. Escrow Agent shall be under no duty to investigate or inquire as to the validity or accuracy of any document, agreement, instruction, or request furnished to it hereunder, including, without limitation, the authority or the identity of any signer thereof, believed by it to be genuine, and Escrow Agent may rely and act upon, and shall not be liable for acting or not acting upon, any such document, agreement, instruction, or request. Escrow Agent shall in no way be responsible for notifying, nor shall it be responsible to notify, any party thereto or any other party interested in this Agreement of any payment required or maturity occurring under this Agreement or under the terms of any instrument deposited herewith. Escrow Agent’s entire liability, and Broker and Issuer’s exclusive remedy, in any cause of action based on contract, tort, or otherwise in connection with any services furnished pursuant to this Agreement shall be limited to the total fees paid to Escrow Agent by Issuer. The Escrow Agent shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any reasonable liability whatsoever in acting in accordance with the opinion or instruction of such counsel. Issuer shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel. 11. Indemnity. Issuer agrees to defend, indemnify and hold Escrow Agent and its related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively, “Escrow Agent Indemnified Parties”) harmless from and against any loss, liability, claim, or demand, including attorney’s fees (collectively “Expenses”), made by any third party due to or arising out of this Agreement or a breach of any provision in this Agreement. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Issuers business and/or associated persons. The defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve Doc ID: ab691c7cdc885d1b36e4e8419b6a7b8f448b6ff5

defense counsel, and Issuer agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiations. 12. Entire Agreement, Severability and Force Majeure. This Agreement contains the entire agreement between Issuer and Escrow Agent regarding the Escrow Account. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. Furthermore, no party shall be responsible for any failure to perform due to acts beyond its reasonable control, including acts of God, terrorism, shortage of supply, labor difficulties (including strikes), war, civil unrest, fire, floods, electrical outages, equipment or transmission failures, internet interruptions, vendor failures (including information technology providers), or other similar causes. 13. Escrow Agent Compliance. Escrow Agent may, at its sole discretion, comply with any new, changed, or reinterpreted regulatory or legal rules, laws or regulations, law enforcement or prosecution policies, and any interpretations of any of the foregoing, and without necessity of notice, Escrow Agent may (i) modify either this Agreement or the Escrow Account, or both, to comply with or conform to such changes or interpretations or (ii) terminate this Agreement or the Escrow Account or both if, in the sole and absolute discretion of Escrow Agent, changes in law enforcement or prosecution policies (or enactment or issuance of new laws or regulations) applicable to the Issuer might expose Escrow Agent to a risk of criminal or civil prosecution, and/or of governmental or regulatory sanctions or forfeitures if Escrow Agent were to continue its performance under this Agreement. Furthermore, all parties agree that this Agreement shall continue in full force and be valid, unchanged and binding upon any successors of Escrow Agent. Changes to this Agreement will be sent to Issuer via email. Escrow Agent may act or refrain from acting in respect of any matter referred to in this Escrow Agreement in full reliance upon and by and with the advice of its legal counsel and shall be fully protected in so acting or in refraining from acting upon advice of counsel. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder, the Escrow Agent shall be entitled to (i) refrain from taking any action other than to keep safe the Escrow Amounts until directed otherwise by a court of competent jurisdiction or, (ii) interplead the Escrow Amount to a court of competent jurisdiction. 14. Waivers. No waiver by any party to this Agreement of any condition or breach of any provision of this Agreement will be effective unless in writing. No waiver by any party of any such condition or breach, in any one instance, will be deemed to be a further or continuing waiver of any such condition or breach or a waiver of any other condition or breach of any other provision contained in this Agreement. 15. Notices. Any notice to Escrow Agent is to be sent to escrow@primetrust.com. Any notices to Issuer will be to startengine@jamestownlp.com and any notices to the Broker will be sent to Contact@startengine.com. Any party may change their notice or email address giving notice thereof in accordance with this Paragraph. All notices hereunder shall be deemed given: (1) if served in person, when served; (2) if sent by facsimile or email, on the date of transmission if before 6:00 p.m. Eastern time, provided that a hard copy of such notice is also sent by either a nationally recognized overnight courier or by U.S. Mail, first class; (3) if by overnight courier, by a nationally recognized courier which has a system of providing evidence of delivery, on the first business day after delivery to the courier; or (4) if by U.S. Mail, on the third day after deposit in the mail, postage prepaid, certified mail, return receipt requested. Furthermore, all parties hereby agree that all current and future notices, confirmations and other communications regarding this Agreement specifically, and future communications in general between the parties, may be made by email, sent to the email address of record as set forth above or as otherwise from time to time changed or updated in Issuer Dashboard, directly by the party changing such information, without necessity of confirmation of receipt, delivery or reading, and such form of Doc ID: ab691c7cdc885d1b36e4e8419b6a7b8f448b6ff5

electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically-sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipients’ spam filters by the recipients email service provider or technology, or due to a recipients’ change of address, or due to technology issues by the recipients’ service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received. No physical, paper documents will be sent to Issuer, including statements, and if such documents are desired then that party agrees to directly and personally print, at their own expense, the electronically- sent communication(s) or dashboard reports and maintaining such physical records in any manner or form that they desire. 16. Counterparts; Facsimile; Email; Signatures; Electronic Signatures. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which, taken together, will constitute one and the same instrument, binding on each signatory thereto. This Agreement may be executed by signatures, electronically or otherwise, and delivered by email in .pdf format, which shall be binding upon each signing party to the same extent as an original executed version hereof. 17. Substitute Form W–9: Section 6109 of the Internal Revenue Code requires Issuer to provide the correct Taxpayer Identification Number (TIN). Under penalties of Perjury, Issuer certifies that: (1) the tax identification number provided to Escrow Agent is the correct taxpayer identification number and (2) Issuer is not subject to backup withholding because: (a) Issuer is exempt from backup withholding, or, (b) Issuer has not been notified by the Internal Revenue Service that it is subject to backup withholding. Issuer agrees to immediately inform Escrow Agent in writing if it has been, or at any time in the future is, notified by the IRS that Issuer is subject to backup withholding. 18. Data Security. Escrow agent agrees to be bound by the provisions of the Data Security Schedule (attached hereto as Schedule B). 19. Survival. Even after this Agreement is terminated, certain provisions will remain in effect, including but not limited to Sections 3, 4, 5, 9, 10, 11, 12, 14 and 18 of this Agreement. Upon any termination, Escrow Agent shall be compensated for the services as of the date of the termination or removal. [Signature Page Follows] Doc ID: ab691c7cdc885d1b36e4e8419b6a7b8f448b6ff5

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. ISSUER: Jamestown Invest 1, LLC By:__________________ Name:__________________John Wilson Title:__________________Authorized Person BROKER: StartEngine Primary LLC By:__________________ Name:__________________Howard Marks Title:__________________CEO ESCROW AGENT: Prime Trust, LLC By:__________________ Name:__________________Scott Purcell Title:__________________CEO & Chief Trust Officer Doc ID: ab691c7cdc885d1b36e4e8419b6a7b8f448b6ff5

July 13th 2020� � �� Jamestown�Invest 1 LLC�� Doc ID: ab691c7cdc885d1b36e4e8419b6a7b8f448b6ff5

� July 13th 2020� � �� Doc ID: ab691c7cdc885d1b36e4e8419b6a7b8f448b6ff5

� July 13th��20� � �� 07 / 14 / 2020 ��John Wilson Jamestown Invest 1, LLC �� Doc ID: ab691c7cdc885d1b36e4e8419b6a7b8f448b6ff5

SCHEDULE B DATA SECURITY SCHEDULE Definitions: Capitalized terms used in this Data Security Schedule shall have the meanings set forth in the Agreement. For purposes of this Data Security Schedule, the following terms shall have the meaning set forth below: “Authorized Persons” means Prime Trust’s employees, contractors, and agents, who have a need to know or otherwise access Personal Data to enable Prime Trust to perform its obligations under this Agreement, and who are bound in writing by confidentiality obligations sufficient to protect Personal Data in accordance with the terms and conditions of this Agreement. “Personal Data” means information provided to Prime Trust by or at the direction of Issuer, or Broker on behalf of Issuer, or to which access was provided to Prime Trust by or at the direction of Issuer, or Broker on behalf of Issuer, in the course of Prime Trust’s performance under this Agreement that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular person or household. “Security Breach” means (i) any act or omission that compromises either the security, confidentiality, availability or integrity of Personal Data or the physical, technical, administrative or organizational safeguards put in place by Prime Trust (or any Authorized Persons) that relate to the protection of the security, confidentiality, availability or integrity of Personal Data, or (ii) receipt of a complaint in relation to the privacy practices of Prime Trust (or any Authorized Persons) or a breach or alleged breach of this Agreement relating to such privacy practices. Standard of Care. Prime Trust acknowledges and agrees that, in the course of its engagement by Issuer, Prime Trust may receive or have access to Personal Data. Prime Trust shall comply with the terms and conditions set forth in this Agreement in its collection, receipt, transmission, storage, disposal, use and disclosure of such Personal Data and be responsible for the unauthorized collection, receipt, transmission, access, storage, disposal, use and disclosure of Personal Data under its control or in its possession by all Authorized Persons. Prime Trust shall be responsible for, and remain liable to, Issuer for the actions and omissions of all Authorized Persons concerning the treatment of Personal Data as if they were Prime Trust’s own actions and omissions. In recognition of the foregoing, Prime Trust agrees and covenants that it shall: (i) keep and maintain all Personal Data in strict confidence, using such degree of care as is appropriate to avoid unauthorized access, use or disclosure; (ii) use and disclose Personal Data solely and exclusively for the purposes for which the Personal Data, or access to it, is provided pursuant to the terms and conditions of this Agreement; (iii) not: (a) sell the Personal Data; (b) retain, use or disclose the Personal Data for any purpose other than for the specific purpose of performing the Services; (c) retain, use, or disclose the Personal Data for a commercial purpose other than providing the Services; or (d) retain, use, or disclose the Personal Data outside of the direct business relationship between Prime Trust, Issuer and Broker. (iii) not, directly or indirectly, disclose Personal Data to any person other than its Authorized Persons (an “Unauthorized Third Party”), without express written consent from Issuer, except to the extent required by government authorities or as otherwise, to the extent expressly required, by applicable law, in which case, Prime Trust shall (x) notify Issuer before such disclosure or as soon thereafter as reasonably possible; (y) be responsible for and remain liable to Issuer for the actions and omissions of such Unauthorized Third Party concerning the treatment of such Personal Data as if they were Prime Trust’s own actions and omissions; and (z) require the Unauthorized Third Party that has access to Personal Data to execute a written agreement agreeing to comply with the terms and conditions of this Agreement relating to the treatment of Personal Data. (iv) indemnify, defend and hold harmless Issuer from any damage, loss, claim or other liability arising out of the breach of this Agreement by Prime Trust, and such obligation shall survive any termination or expiration this Agreement. Notwithstanding the foregoing or anything to the contrary herein, nothing in this Agreement shall restrict or limit Prime Trust’s right to disclose any information required by applicable law, including without limitation responding to a subpoena or regulatory investigation. Compliance with Privacy Laws. Prime Trust represents and warrants that its collection, access, use, storage, disposal and disclosure of Personal Data does and will comply with all applicable federal, state, and foreign privacy and data protection Doc ID: ab691c7cdc885d1b36e4e8419b6a7b8f448b6ff5

laws, as well as all other applicable regulations and directives. Without limiting the foregoing, Prime Trust shall implement commercially reasonable administrative, physical and technical safeguards to protect Personal Data that are no less rigorous than accepted industry, and shall ensure that all such safeguards, including the manner in which Personal Data is collected, accessed, used, stored, processed, disposed of and disclosed, comply with applicable data protection and privacy laws, as well as the terms and conditions of this Agreement. Prime Trust Security Contact: Prime Trust shall provide Issuer with the name and contact information for an employee of Prime Trust who shall serve as Issuer’s primary security contact and shall be available to update Issuer as a contact in carrying out obligations associated with a Security Breach. Such security contact is listed below: Name: Tom Brandl Phone: (702) 840-4000 Email: tbrandl@primetrust.com Prime Trust’s Authorized Persons. During the term of each Authorized Person’s employment or engagement by Prime Trust, Prime Trust shall at all times cause such Authorized Person to abide strictly by Prime Trust’s obligations under this Agreement. Prime Trust further agrees that it shall maintain a disciplinary process to address any unauthorized access, use or disclosure of Personal Data by any of Prime Trust’s Authorized Persons. Firewalls, Virus Detection, Intrusion Detection. Prime Trust shall implement and keep current commercially reasonable firewalls, intrusion detection software, virus detection software, virus signatures and other similar security software, which at any time shall constitute, to protect and prevent unauthorized access to any Issuer data or to any of the servers or equipment storing or containing any Issuer data. Notice of Security Breach. Prime Trust agrees that it shall notify Issuer in writing and via email, as soon as practicable, by telephone and email as shown below: Telphone: Ian Feagin, Director of IT, (770) 805-1018 Email (with a read receipt): privacy@jamestownlp.com Email: john.wilson@jamestownlp.com Investigation of Security Breach. Prime Trust shall immediately initiate an investigation of such Security Breach and shall as quickly as is practicable take remedial steps with respect to such Security Breach. Prime Trust shall diligently pursue such investigation, and shall report its findings to Issuer, together with the steps it is taking to prevent a recurrence of a similar Security Breach in the future. Required Notification to Data Subjects. Prime Trust shall also report immediately to Issuer any circumstance pursuant to which applicable law requires notification of such breach to be given to data subjects, and if possible specifying which data subjects’ information has been breached. Issuer shall make appropriate privacy breach notifications to the data subjects and regulators pursuant to applicable law. To assist Issuer in such notifications, Prime Trust shall provide Issuer a brief summary of the available facts, the status of any investigation, and, if known, the potential number of data subjects affected with respect to the Service and the Issuer. Unless otherwise require by applicable law, Prime Trust agrees it shall not communicate with any data subject or the media concerning such breach. Cooperation. Prime Trust will provide reasonable cooperation to Issuer in keeping Personal Data secure, in response to Issuer’s inquiries, in carrying out Issuer’s obligations associated with inquiries regarding the Personal Data, including but not limited to data subject and consumer requests for deletion, disclosure and processing restrictions in accordance with the specific deadlines imposed by applicable regulations, or in connection with any data protection impact assessment undertaken by Issuer, in each case to the extent concerning Prime Trust’s processing of Personal Data and provided that any nonpublic information disclosed by Prime Trust is kept confidential. Business Continuity. Prime Trust has established, and shall maintain during the Term, a Business Continuity Plan which shall cover all the services to be provided under this Agreement. The Business Continuity Plan shall also provide for off -site back up and processing of Issuer at a back-up site located a reasonable distance from the main site from which Prime Trust provides the services to reasonably ensure such back up site will not be affected by the same disaster or disruption which the main site may suffer. Prime Trust shall on a regular basis test its Business Continuity Plan and ensure it is operative. In the event of a disaster or any other event that disrupts Prime Trust from providing the services, Prime Trust will notify Issuer and Doc ID: ab691c7cdc885d1b36e4e8419b6a7b8f448b6ff5

immediately implement its Business Continuity Plan to restore and continue providing the Services in accordance with such Business Continuity Plan. Doc ID: ab691c7cdc885d1b36e4e8419b6a7b8f448b6ff5

Audit Trail Title Prime Trust - StartEngine - Jamestown Invest ESA_20200714 File Name Prime Trust_SE_Ja... ESA 20200713.pdf Document ID ab691c7cdc885d1b36e4e8419b6a7b8f448b6ff5 Audit Trail Date Format MM / DD / YYYY Status Completed 07 / 14 / 2020 Sent for signature to John Wilson 12:10:13 UTC (John.Wilson@JamestownLP.com), Howard Marks (howard@startengine.com) and Scott Purcell (scott@primetrust.com) from kenny@primetrust.com IP: 173.68.106.7 07 / 14 / 2020 Viewed by John Wilson (john.wilson@jamestownlp.com) 12:21:21 UTC IP: 45.41.142.0 07 / 14 / 2020 Viewed by Howard Marks (howard@startengine.com) 16:45:03 UTC IP: 104.60.22.151 07 / 14 / 2020 Viewed by Scott Purcell (scott@primetrust.com) 16:52:05 UTC IP: 67.129.13.34 07 / 14 / 2020 Signed by John Wilson (john.wilson@jamestownlp.com) 15:10:09 UTC IP: 67.220.123.164

Audit Trail Title Prime Trust - StartEngine - Jamestown Invest ESA_20200714 File Name Prime Trust_SE_Ja... ESA 20200713.pdf Document ID ab691c7cdc885d1b36e4e8419b6a7b8f448b6ff5 Audit Trail Date Format MM / DD / YYYY Status Completed 07 / 14 / 2020 Signed by Howard Marks (howard@startengine.com) 16:45:24 UTC IP: 104.60.22.151 07 / 14 / 2020 Signed by Scott Purcell (scott@primetrust.com) 16:52:28 UTC IP: 67.129.13.34 07 / 14 / 2020 The document has been completed. 16:52:28 UTC