EXHIBIT
4.4


 


iCap
Vault 1, LLC


 


Auto-Interest
Reinvestment Program


 


As
a holder of Demand Notes, you can elect to participate in our auto-interest reinvestment program (the “Auto-Interest
Reinvestment Program”), whereby interest from the Floating Rate and Interest Rate Premiums will be credited to the Demand
Notes of the holder on a daily basis and will be reinvested (daily compounding).


 


If
you wish to participate in the Auto-Interest Reinvestment Program, please complete the Auto-Interest Reinvestment Program
Authorization (on page 2). By completing the Auto-Interest Reinvestment Program Authorization you are affirmatively
agreeing to and reconfirming the terms and conditions of the Subscription Agreement, including the form of Note which
is an exhibit to the Subscription Agreement.


 


You
may affirmatively elect to participate in or cancel your participation in the Auto-Interest Reinvestment Program by selecting
“active” or “pause” on the Auto-Interest Reinvestment Program Authorization. If you do not complete a
form you will be deemed to have selected “pause.” Currently, the Auto-Interest Reinvestment Program allows for recurring
new investments on a monthly basis.


 


Upon
affirmatively electing to participate in the Auto-Interest Reinvestment Program, you will be asked to agree to the terms and conditions
of the Subscription Agreement. Upon each “auto investment” being made, we will send a confirmatory email to you denoting
the amount invested.


 


You
can adjust the Auto-Interest Reinvestment Program at any time by completing an updated Auto-Interest Reinvestment Program Authorization
and delivering it to inquiry@icapvault.com.   Each purchase of a Demand Note in the Auto-Interest Reinvestment
Program is a considered a new investment and will be subject to the terms and conditions of the Subscription Agreement. If
you are no longer able to make the representations and warranties in the Subscription Agreement, you are not eligible to participate
in the Auto-Interest Reinvestment Program. All terms not otherwise defined herein shall have the same meaning as in the Subscription
Agreement.


 


Once
we have been declared effective by the Securities and Exchange Commission (“SEC”) for a registered offering of Demand
Notes, the only public offering by us to sell securities is found in the Company’s Form S-11 and amendments and supplements
thereto, including the prospectus which forms a part thereof (collectively, the “Registration Statement”), which can
be obtained from the SEC’s website: WWW.SEC.GOV.


 


No
decision to invest in Demand Notes should be made without reading the Registration Statement. Neither the SEC nor any state securities
regulator has passed upon or endorsed the merits of any investment decision in us. We do not give investment, legal, or tax advice.
You are urged to consult your investment, legal, and tax professional before making any investment decision.


 






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iCap
Vault 1, LLC


 


Auto-Interest
Reinvestment Program Authorization


 


	Auto-Interest
    Reinvestment Program (Select One):	 	Active
    [  ]	Pause
    [  ]
	 	 	Adjust
    [  ]	Cancel
    [  ]
	Investor(s)
    Name(s) (exactly as it appears in your iCap account):	 	___________________________________________________
	 

        You
        are hereby electing to have interest from the Floating Rate and Interest Rate Premiums credited to the Demand Notes of
        the holder on a daily basis and will be reinvested (daily compounding) beginning the first business day after this authorization
        and continuing until you cancel this automatic investment at least 24 hours in advance.
	 	 

        [  ]

        Check
        this box to elect this option



 


I
(we) hereby represent and warrant that by executing this Auto-Interest Reinvestment Program Authorization, I (we) agree to be
bound by and reconfirm the representations and warranties and the terms and conditions of the Auto-Interest Reinvestment Agreement
and the Subscription Agreement. This authority is to remain in full force and effect until we have received notification from
me of its termination in such time as to afford us a reasonable opportunity to act on it.


 


	 	 	 
	Signature
    of Investor	 	Signature
    of Investor
	Date:
    ____________________________	 	Date:
    __________________________


 






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