Exhibit
4.7


 


COLLATERAL
AGENT AGREEMENT


 


This
Collateral Agent Agreement (this “Agreement”), dated as of ___________, 2020, is entered into by and among iCap Vault
1, LLC, a Delaware limited liability company (“Issuer”), the holders of the Notes (defined below) who become a party
hereto (the “Holders”), and Marketplace Realty Advisors, LLC, a Washington limited liability company, in its capacity
as collateral agent, and any successor collateral agent (in such capacity “Agent”) for the Holders. Any party who
acquires a Note (as defined below) shall, in accordance with the provisions of the Indenture, become bound by this Agreement in
his/her/its capacity as Holder for all periods in which Holder carries an outstanding balance under a Note, to the same extent
as if such party had originally executed this Agreement.


 


RECITALS


 


A.
Issuer is offering up to $500,000,000 of Variable Denomination Floating Rate Demand Notes (collectively, the “Notes”)
to Holders pursuant to that certain Indenture dated as of ________, 2020 among Issuer, Vault Holding 1, LLC, a wholly owned
subsidiary of Issuer, as guarantor (“Holding”), and American Stock Transfer & Trust Company, LLC, as the indenture
trustee (the “Indenture”) and the Pledge and Security Agreement dated as of _________, 2020 (the “Security Agreement”)
entered into in connection therewith. Capitalized terms shall have the meaning set forth in the Indenture or the Security Agreement,
unless otherwise defined herein.


 


B.
Issuer has granted to Agent, for the benefit of Holders, a security interest in the membership interests of Holding held by Issuer
(the “Collateral”).


 


C.
In connection with the issuance of the Notes, the parties have agreed to enter into this Agreement to set forth (i) certain rights
and obligations with respect to the Notes and (ii) the exercise of rights with respect to the Collateral and certain other matters.


 


D.
Pursuant to the terms of the Indenture, each Holder appoints Agent to act as collateral agent under the Indenture and the Security
Agreement, and each Holder authorizes Agent to act thereunder and hereunder as agent of such Holder. Agent agrees to act as such
upon the express conditions contained in this Agreement and the Indenture. In performing its functions and duties under this Agreement,
Agent shall act solely as agent of Holders and does not assume and shall not be deemed to have assumed any obligation towards
or relationship of agency or trust with or for Issuer. Additionally, Agent shall not be deemed to be a fiduciary for Holders,
this Agreement being solely a contractual relationship.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:


 






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	1.	DEFINITIONS
    AND CONSTRUCTION


 


1.1.
Definitions. Defined terms used herein without definition shall have the meanings given in the Indenture. In addition,
as used in this Agreement, the following terms shall have the following definitions:


 


“Bankruptcy
Code” means the federal bankruptcy law of the United States from time to time in effect, currently as Title 11 of the United
States Code. Section references to current sections of the Bankruptcy Code shall refer to comparable sections of any revised version
thereof if section numbering is changed.


 


“Claim”
means any and all present and future “claims” (used in its broadest sense, as contemplated by and defined in Section
101(5) of the Bankruptcy Code, but without regard to whether such claim would be disallowed under the Bankruptcy Code) of any
Holder or Agent now or hereafter arising or existing under or relating to the Notes, whether joint, several, or joint and several,
whether fixed or indeterminate, due or not yet due, contingent or non-contingent, matured or unmatured, liquidated or unliquidated,
or disputed or undisputed, and whether arising under contract, in tort, by law, or otherwise, any interest or fees thereon (including
interest or fees that accrue after the filing of a petition by or against Issuer under the Bankruptcy Code, irrespective of whether
allowable under the Bankruptcy Code), any costs of Enforcement Actions, including reasonable attorneys’ fees and costs,
and any prepayment or termination premiums.


 


“Enforcement
Action” means, with respect to any Holder and with respect to any Claim of such Holder or any item of Collateral in which
such Holder has or claims a security interest, lien or right of offset, any action, whether judicial or nonjudicial, to repossess,
collect, accelerate, offset, recoup, give notification to third parties with respect to, sell, dispose of, foreclose upon, give
notice of sale, disposition, or foreclosure with respect to, or obtain equitable or injunctive relief with respect to, such Claim
or Collateral. The filing, or the joining in the filing, by any Holder of an involuntary bankruptcy or insolvency proceeding against
Issuer also is an Enforcement Action.


 


“Majority
in Interest” means the Holders of a majority of the principal amount of the outstanding Notes.


 


“Party”
or Parties” means the Issuer, the Agent and Holders.


 


	 	1.2.	Other
    Interpretive Provisions. References in this Agreement to “Recitals,” “Sections,” and “Exhibits”
    are to recitals, sections, and exhibits herein and hereto unless otherwise indicated. References in this Agreement to any
    document, instrument or agreement shall include (a) all exhibits, schedules, annexes and other attachments thereto; (b) all
    documents, instruments or agreements issued or executed in restatement or replacement thereof; and (c) such document, instrument
    or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect
    at any given time. The words “include” and “including” and words of similar import when used in this
    Agreement shall not be construed to be limiting or exclusive.
	 	 	 
	 	1.3.	Intent.
    The primary intent of this Agreement is to set forth the rights, duties and obligations of the Agent and Holders with
    respect to the Collateral that secures the Notes.


 




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	2.	INTERCREDITOR
    ARRANGEMENTS (RELATING ONLY TO HOLDERS)


 


	 	2.1.	Proportionate
    Interests. Except as otherwise provided in this Agreement, any reference to the aggregate or combined rights, interests
    and obligations of Holders under the Notes, including security interests in the Collateral, shall be a reference to the ratio
    of (a) the aggregate outstanding principal amount of such referenced Holders’ Notes to (b) the aggregate outstanding
    principal amount of all Notes. Any reference in this Agreement to an allocation between or sharing by the Holders of any right,
    interest or obligation “ratably,” “proportionally” or in similar terms shall refer to this ratio.
	 	 	 
	 	2.2.	Possession
    of Collateral. If any Holder shall obtain possession of any Collateral, it shall hold such Collateral as agent and
    bailee for all Holders for purposes of perfecting Agent’s and/or Holders’ security interest therein.


 





	3.	RELIANCE
    ON AGENT.  Each Holder hereby agrees to direct all communication related to Issuer and this Agreement to Agent as
    the sole delivery method for delivering notices to Issuer. Agent agrees to forward all such communication to Issuer and the
    Trustee within 30-days of receipt of such communication, and any such communication will be deemed delivered 30-days after
    receipt by Issuer, but only if delivered in one of the approved methods of delivery at the time and in the manner set forth
    in Section 8. Notwithstanding the foregoing, Issuer, Trustee and the Holders may communicate with one another on routine issues
    arising in the ordinary course of business, which include requests for investment statements, customer support requests, access
    to tax documents, and notices by Issuer of changes to Interest Rates. Any communication by Issuer or the Trustee to a Holder
    shall not waive any requirement that Holder has to communicate with Issuer and the Trustee through Agent as outlined in this
    Section 3.
	 	 
	4.	EVENT
    OF DEFAULT.


 


	 	4.1.	Declaration
    and Remedies. The parties acknowledge and agree that an “Event of Default” shall be declared, and shall
    be determined to be cured or be continuing, in accordance with the provisions of the Indenture, and that if an Event of Default
    with respect to the Securities occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce
    its rights and the rights of the Holders of the Securities by such appropriate judicial proceedings as the Trustee shall deem
    most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in
    the Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. In such event,
    the Agent agrees to undertake such actions as directed by the Trustee.
	 	 	 
	 	4.2.	Application
    of Proceeds. Notwithstanding anything to the contrary in the Notes, as among the Agent and the Holders, the proceeds
    of the Collateral, or any part thereof, and the proceeds of any remedy under the Notes after the occurrence and during the
    continuance of an Event of Default shall upon receipt by the Agent be paid in accordance with the provisions of the Indenture.
	 	 	 
	 	4.3.	Incorporation
    of Provisions of Indenture. The provisions of Article 11 of the Indenture, as in place on the date hereof and as the
    same may be amended from time to time following the date hereof, are hereby incorporated herein by reference, and the Agent
    agrees to comply with the terms and conditions therein and herein, and the Holders acknowledge and agree that their rights
    and obligations hereunder shall be governed by the terms and conditions therein and herein.


 




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	5.	EXCULPATION;
    DELEGATION; AND INDEMNIFICATION OF HOLDERS.


 


	 	5.1.	Exculpation.
    In connection with any exercise of Enforcement Actions hereunder, neither Agent nor any Holder or any of its partners,
    or any of their respective directors, officers, employees, attorneys, accountants, or agents shall be liable as such for any
    action taken or omitted by it or them, except for its or their own gross negligence or willful misconduct with respect to
    its duties under this Agreement.
	 	 	 
	 	5.2.	Delegation
    of Duties. Each Holder and Agent may, at its own expense, execute any of its powers and perform any duties hereunder
    either directly or by or through agents or attorneys-in-fact. Each Holder and Agent shall be entitled to advice of counsel
    concerning all matters pertaining to such powers and duties. No Holder or Agent shall be responsible for the negligence or
    misconduct of any agents or attorneys-in-fact selected by it, if the selection of such agents or attorneys-in-fact was done
    without gross negligence or willful misconduct.


 


	6.	REPRESENTATIONS
    AND WARRANTIES


 


	 	6.1.	Authority.
    Each Party represents and warrants that it has all necessary power and authority to execute, deliver and perform this
    Agreement in accordance with the terms hereof and that it has all requisite power and authority to own and operate its properties
    and to carry on its business as now conducted.
	 	 	 
	 	6.2.	Authorization;
    Enforceability. Each Party represents and warrants that (a) the execution and delivery of this Agreement and the consummation
    of the transactions contemplated herein have each been duly authorized by all necessary action on the part of such Party and
    (b) this Agreement has been duly executed and delivered and constitutes a legal, valid and binding obligation of such Party,
    enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or
    other similar laws of general application relating to or affecting the enforcement of creditors’ rights or by general
    principles of equity.


 




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	7.	AGENT


 


	 	7.1.	Appointment,
    Powers and Immunities. Each Holder irrevocably authorizes Agent to take such action on such Holder’s behalf
    and to exercise such powers hereunder as are specifically delegated to Agent by the terms hereof or by the Indenture, together
    with such powers as are reasonably incidental thereto. Agent undertakes to perform only such duties as are expressly set forth
    herein and in the Indenture and the Security Agreement, which shall be deemed purely ministerial in nature, and no other duties
    shall be implied and it may perform such duties by or through its agents, representatives or employees. Under no circumstances
    will the Agent be deemed to be an escrow company, trust company or a fiduciary to any Party or any other person under this
    Agreement. Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this
    Agreement. The Agent is authorized to take such action and to exercise such powers granted hereunder upon the written request
    or direction of the Trustee or other persons or entities in accordance with the terms of the Indenture, together with such
    powers as are reasonably incidental thereto. Upon written request by a Holder, Agent will promptly deliver to such Holder
    copies of any statements or notices provided to Agent by Issuer or Trustee under the Indenture or the Notes. Agent shall not
    be responsible to any Holder for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency
    of the Notes, or for any representations, warranties, recitals or statements made therein or made in any written or oral statement
    or in any financial or other statements, instruments, reports, certificates or any other documents furnished or delivered
    in connection herewith or therewith by Agent to any Holder or by or on behalf of Issuer or the Trustee to Agent or any Holder,
    or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants
    or agreements contained herein or therein or as to the use of the proceeds of the Notes. Agent shall not be responsible for
    insuring the Collateral or for the payment of any taxes, assessments, charges or any other charges or liens of any nature
    whatsoever upon the Collateral or otherwise for the maintenance of the Collateral, except in the event Agent enters into possession
    of a part or all of the Collateral, in which event Agent shall preserve the part in its possession. Agent shall not be required
    to ascertain or inquire as to the existence or possible existence of any Event of Default. Neither Agent nor any of its officers,
    directors, employees, attorneys, representatives or agents shall be liable to Holders for any action taken or omitted hereunder
    or under the Indenture or the Notes or in connection herewith or therewith unless caused by its or their gross negligence
    or willful misconduct. No provision of this Agreement, the Indenture or the Notes, shall be deemed to impose any duty or obligation
    on Agent to perform any act or to exercise any power in any jurisdiction in which it shall be illegal, or shall be deemed
    to impose any duty or obligation on Agent to perform any act or exercise any right or power if such performance or exercise
    (a) would subject Agent to a tax in a jurisdiction where it is not then subject to a tax or (b) would require Agent to qualify
    to do business in any jurisdiction where it is not so qualified. No Holder shall have any right of action whatsoever against
    Agent as a result of Agent acting or refraining from acting under this Agreement, the Indenture or the Notes in accordance
    with the written instructions of the Trustee or any other persons or entities in accordance with the terms of the Indenture.
    Agent shall be entitled to refrain from exercising any power, discretion or authority vested in it under this Agreement or
    the Notes unless and until it has obtained the written instructions of the Trustee or any other persons or entities in accordance
    with the terms of the Indenture. The agency hereby created shall in no way impair or affect any of the rights and powers of,
    or impose any duties or obligations upon Agent in any individual capacity.
	 	 	 
	 	7.2.	Reliance
    by Agent


 


	 	 	7.2.1.	Agent
    may, at the expense of Holders, consult with counsel, and any opinion or legal advice of such counsel shall be full and complete
    authorization and protection in respect of any action taken, not taken or suffered by Agent hereunder or under the Indenture
    Notes in accordance therewith. Agent shall have the right at any time to seek instructions concerning the administration of
    the Collateral from any court of competent jurisdiction.
	 	 	 	 
	 	 	7.2.2.	Agent
    may rely, and shall be fully protected in acting, or refraining to act, upon any resolution, statement, certificate, instrument,
    opinion, report, notice, request, consent, order, bond or other paper or document that it has no reason to believe to be other
    than genuine and to have been signed or presented by the proper party or parties. In the absence of its gross negligence or
    willful misconduct, Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed
    therein, upon any certificates or opinions furnished to Agent and conforming to the requirements of the Indenture and the
    Notes.


 




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	 	 	7.2.3.	Agent
    shall not be under any obligation to exercise any of the rights or powers granted to Agent by this Agreement or the Notes
    at the request or written direction of the Trustee or any other persons or entities in accordance with the terms of the Indenture
    unless Agent shall have been provided by such directing party with security and indemnity satisfactory to Agent against the
    costs, expenses and liabilities that may be incurred by it in compliance with such request or direction.


 


	 	7.3.	Delegation
    of Duties By Agent. Agent may execute any of the powers hereof and perform any duty hereunder either directly or by
    or through agents or attorneys-in-fact. Agent shall be entitled to advice of counsel concerning all matters pertaining to
    such powers and duties. Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact
    selected by it, if the selection of such agents or attorneys-in-fact was done without gross negligence or willful misconduct.
	 	 	 
	 	7.4.	Resignation
    and Appointment of Successor Agent. Agent may resign at any time by giving sixty (60) days’ prior written notice
    thereof to Issuer. Upon any such notice, Issuer may appoint a successor Agent in its discretion. In addition, any person or
    entity serving as Agent may be removed or replaced from time to time by Issuer, without obtaining consent from the Holders,
    with such removal or replacement being effective immediately upon written notice to the Agent. If Agent shall be unable or
    unwilling to serve in such capacity, his or her successor shall be named by Issuer. All parties to this Agreement acknowledge
    that the appointment of a successor Agent may require that certain provisions of this Agreement be changed to reach an agreement
    with such succeeding agent, and each Holder does hereby grant a limited power of attorney to Issuer to make all such changes
    to this Agreement as are necessary to reach an agreement with a successor, in which case each Holder shall be bound by such
    amended or added terms. Upon the acceptance of any appointment as an Agent hereunder by a successor agent (“Successor
    Agent”), such Successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and
    duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement.
    After any retiring Agent’s resignation or termination hereunder as Agent, the provisions of this Agreement shall inure
    to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.  
	 	 	 
	 	7.5.	Financing
    Statements Not Reviewed by Agent. Holders acknowledge that (1) Agent has not reviewed and has no responsibility or
    obligation to review any financing statements related to the Collateral and (2) filing financial statements and maintaining
    a perfected security interest in the Collateral are solely the responsibilities of the Issuer or the Trustee, as set forth
    in the Indenture.
	 	 	 
	 	7.6.	Notes
    Not Reviewed. Holders acknowledge that Agent has not reviewed and has no responsibility or obligation to review the
    Notes.


 




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	 	7.7.	Compensation
    and Reimbursement. The Company agrees to:


 


	 	 	7.7.1.	to
    pay to the Agent from time to time reasonable compensation for all services rendered by it hereunder as set forth in a compensation
    agreement to be entered into between the Company and the Agent; and
	 	 	 	 
	 	 	7.7.2.	except
    as otherwise expressly provided herein, to reimburse the Agent upon its request for all reasonable expenses, disbursements
    and advances incurred or made by it as a result of any request of the Trustee in accordance with any provision of this Agreement
    (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense,
    disbursement or advance as may be attributable to its gross negligence or bad faith or willful misconduct (as determined by
    a court of competent jurisdiction in a final and non-appealable judgment).


 


	8.	NOTICES.


 


	 	8.1.	Unless
    otherwise provided in this Agreement, all notices or demands by any party relating to this Agreement or any other agreement
    entered into in connection herewith shall be in writing and shall be (1) personally delivered, (2) sent via electronic mail
    to the email address set forth below, or (3) sent by first-class mail, postage prepaid at the respective addresses set forth
    below:


 


	 	If
    to Agent:	Marketplace
        Realty Advisors, LLC 23515 NE Novelty Hill Road

        Suite
        B221 #237

        Redmond,
        WA 98053

        Email:
        ronth12@gmail.com

	 	 	 
	 	If
    to Issuer:	iCap
        Vault 1, LLC

        Attn:
        Legal Department

        3535
        Factoria Blvd. SE, Suite 500

        Bellevue,
        Washington 98006

        Email:
        inquiry@icapvault.com

	 	 	 
	 	If
    to a Holder:	At
    the mailing address or email address for such Holder shown on the books and records of the Issuer.
	 	 	 
	 	If
    to Trustee:	At
    the mailing address or email address for the Trustee set forth in the Indenture.


 


	 	8.2.	Holder
    agrees that all notices delivered to Issuer under this Section 8 must be done through Agent in the manner outlined in Section
    3. The parties hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing
    manner given to the other.


 


	9.	NO
    BENEFIT TO THIRD PARTIES. The terms and provisions of this Agreement shall be for the sole benefit of the Parties to this
    Agreement and their respective successors and assigns, and no other person or entity shall have any right, benefit, priority,
    or interest under or because of this Agreement.


 







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	10.	GENERAL
    PROVISIONS


 


	 	10.1.	Successors
    and Assigns. This Agreement shall bind and inure to the benefit of the respective successors and permitted assigns
    of each of the Parties.
	 	 	 
	 	10.2.	Severability
    of Provisions. Each provision of this Agreement shall be severable from every other provision of this Agreement for
    the purpose of determining the legal enforceability of any specific provision. If any provision of this Agreement is held
    invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full
    force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full
    force and effect to the extent not held invalid or unenforceable.
	 	 	 
	 	10.3.	Entire
    Agreement; Construction; Amendments and Waivers; Third-Party Beneficiaries.


 


	 	 	10.3.1.	This
    Agreement and the Indenture constitute and contain the entire agreement between the Parties and supersede any and all prior
    agreements, negotiations, correspondence, understandings and communications between the Parties, whether written or oral,
    respecting the subject matter hereof.
	 	 	 	 
	 	 	10.3.2.	This
    Agreement is the result of negotiations between and has been reviewed by each of the Parties executing or joining this Agreement
    and their respective counsel; accordingly, this Agreement shall be deemed to be the product of the Parties hereto, and no
    ambiguity shall be construed in favor of or against any Party. Parties agree that they intend the literal words of this Agreement
    and that no parole evidence shall be necessary or appropriate to establish any Party’s actual intentions.
	 	 	 	 
	 	 	10.3.3.	Except
    as expressly stated in this Agreement, any and all amendments, modifications, discharges or waivers of, or consents to any
    departures from any provision of this Agreement shall not be effective without the written consent of a Majority in Interest,
    the Agent, the Issuer and the Trustee. Any waiver or consent with respect to any provision of this Agreement shall be effective
    only in the specific instance and for the specific purpose for which it was given. Any amendment, modification, waiver or
    consent effected in accordance with this Section 10.3 shall be binding upon Agent and each Holder.
	 	 	 	 
	 	 	10.3.4.	The
    Parties agree that the addition of any Holder to the Issuer’s schedule of holders and the joinder of such additional
    Holder to this Agreement shall not be considered an amendment hereto under this Section 10.3.
	 	 	 	 
	 	 	10.3.5.	Except
    as expressly provided in this Agreement, this Agreement is solely between the parties hereto and is not intended to confer
    upon any other person or entity any rights or remedies hereunder. Notwithstanding the foregoing, the Trustee is an intended
    third-party beneficiary of this Agreement and shall have the power to enforce the terms and conditions herein.


 


	 	10.4.	Counterparts.
    This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of
    which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute
    but one and the same Agreement.


 




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	 	10.5.	Termination.
    This Agreement shall terminate upon (i) the irrevocable payment in full to Agent and each Holder of all amounts owing
    to them under the Notes and this Agreement or (ii) the Holders of at least two thirds in aggregate principal amount of the
    outstanding Notes consent to the termination of this Agreement. When all the Obligations (as defined in the Indenture, other
    than inchoate indemnity obligations) have been paid in full, Issuer shall, upon Agent’s written request, provide Agent
    with an officer’s certificate confirming such payment in full; and thereafter, no party hereto shall have any further
    rights or obligations hereunder. Notwithstanding the prior termination of this Agreement, the respective obligations of Holders
    to indemnify Agent and each other shall survive until all applicable statute of limitations periods with respect to actions
    that may be brought against Agent or Holder have run.
	 	 	 
	 	10.6.	Survival.
    All covenants, representations and warranties made in this Agreement shall continue in full force and effect so long as
    any obligations remain outstanding hereunder.


 


	11.	RELATIONSHIP
    OF HOLDERS; AGENT. The relationship among the Holders is, and at all times shall remain solely that of co-Holders. Holders
    shall not under any circumstances be construed to be partners or joint venturers of one another; nor shall the Holders under
    any circumstances be deemed to be in a relationship of confidence or trust or a fiduciary relationship with one another, or
    to owe any fiduciary duty to one another. Holders do not undertake or assume any responsibility or duty to one another to
    select, review, inspect, supervise, pass judgment upon or otherwise inform each other of any matter in connection with Issuer’s
    property, any Collateral held by any Holder or the operations of Issuer. Each Holder shall rely entirely on its own judgment
    with respect to such matters, and any review, inspection, supervision, exercise of judgment or supply of information undertaken
    or assumed by any Holder in connection with such matters is solely for the protection of such Holder.
	 	 
	12.	CHOICE
    OF LAW AND VENUE; JURY TRIAL WAIVER.


 


	 	12.1.	THIS
    AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD
    TO PRINCIPLES OF CONFLICTS OF LAW, EACH OF THE HOLDERS HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL
    COURTS LOCATED IN KING COUNTY, WASHINGTON.
	 	 	 
	 	12.2.	TO
    THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING
    OUT OF OR BASED UPON THIS AGREEMENT OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER
    CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER
    WITH ITS COUNSEL.


 


[Signature
Pages Follows]


 



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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.


 


	 	iCap Vault 1, LLC, as Issuer
	 	 	 
	 	By:	iCap
    Vault Management, LLC
	 	Its:	Manager


 


	 	By:	
	 	Name:	Chris
    Christensen
	 	Title:	CEO


 


	 	Marketplace Realty Advisors, LLC
	 	 	 
	 	By:	
	 	Name:	Ron
    Thomas
	 	Title:	General
    Manager


 




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