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Escrow Agreement (Citi)

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ESCROW AGREEMENT

among

NEW YORK CITY REGIONAL CENTER INVESTMENT FUND
BROOKLYN NAVY YARD REDEVELOPMENT II, LLC

[THE INVESTORS LISTED ON EACH SIGNATURE PAGE HERETO]

and

CITIBANK, N.A., as Escrow Agent

Dated as of [ ], 2009

No offer to sell any security is made by this website. The information on this web site is not an offer to sell or solicitation of an offer to buy an interest in any investment. Any such offer or solicitation will be pursuant to exemptions from registration requirements set out in applicable securities laws and made only by means of delivery of a confidential private offering memorandum relating to a particular investment to qualified investors in those jurisdictions where permitted by law.
Any offer of securities by the New York City Regional Center or related entities will be directed only to countries other than the United States.