ESCROW AGREEMENT

OCEAN RESIDENCE LLC

(A Wyoming Limited Liability Company)

Offering: 5-Year Corporate Bonds ($5,000,000 Aggregate Total; $250,000 Minimum Increment)

Exemption: Regulation D, Rule 506(c) under the Securities Act of 1933

PARTIES AND RECITALS

This Escrow Agreement (the "Agreement") is entered into by and between Ocean Residence LLC, a Wyoming limited liability company (the "Company"), and the designated escrow agent or financial institution acting as custodian for the subscription funds (the "Escrow Agent").

• WHEREAS, the Company is offering up to $5,000,000 in corporate bonds pursuant to a private placement under Regulation D, Rule 506(c);

• WHEREAS, subscribers participating in the offering are required to tender subscription funds in minimum increments of $250,000;

• WHEREAS, the Company desires to establish a secure escrow arrangement to hold all subscription funds received from prospective investors until such funds are formally accepted and released in accordance with the terms of the Private Placement Memorandum (PPM) and this Agreement.

1. ESTABLISHMENT OF ESCROW ACCOUNT

1. Appointment: The Company hereby appoints the Escrow Agent to establish and maintain a segregated, non-interest-bearing (or interest-bearing, as mutually agreed) escrow account designated for the holding of subscription proceeds for the Ocean Residence LLC corporate bond offering (the "Escrow Account").

2. Deposit of Funds: All checks, wire transfers, or electronic funds received from subscribers pursuant to their executed Subscription Agreements shall be transmitted directly to the Escrow Account. No subscription funds shall be released to the Company prior to formal acceptance and closing conditions being satisfied.

2. HOLDING AND MANAGEMENT OF FUNDS

1. Safekeeping: The Escrow Agent shall hold all deposited funds in safekeeping, separate and apart from the operational funds of the Company, until authorized to release or return such funds pursuant to the written instructions of the Company or the terms of this Agreement.

2. No Lien or Encumbrance: Funds held in the Escrow Account shall not be subject to any lien, attachment, trustee process, or any other judicial process by any creditor of the Company or any subscriber prior to their official release.

3. RELEASE OF ESCROW FUNDS

1. Conditions for Release to the Company: Funds held in the Escrow Account for a specific subscriber tranche shall be released to the Company upon satisfaction of the following conditions:

• Verification that the subscriber is an accredited investor pursuant to Rule 506(c) via independent third-party screening (e.g., VerifyInvestor).

• Acceptance and execution of the Subscription Agreement by an authorized executive officer of the Company.

• Delivery of written instructions from the Company directing the release of the applicable tranche funds for deployment in accordance with the Use of Proceeds budget outlined in the PPM.

2. Conditions for Return of Funds to Subscriber: If a subscription is rejected by the Company in whole or in part, or if the offering is terminated prior to closing, the Escrow Agent shall promptly return the applicable subscription funds—without interest, deduction, or administrative fee—to the respective subscriber.

4. DUTIES AND LIABILITIES OF THE ESCROW AGENT

1. Limited Responsibility: The Escrow Agent's duties and responsibilities shall be strictly limited to those expressly set forth in this Agreement. The Escrow Agent shall not be subject to, nor obliged to recognize, any other agreement between or among the parties.

2. Indemnification: The Company agrees to indemnify and hold harmless the Escrow Agent from any and all claims, losses, liabilities, or expenses (including reasonable legal fees) incurred arising out of or in connection with this Agreement, except in the case of the Escrow Agent's gross negligence or willful misconduct.

5. GOVERNING LAW AND JURISDICTION

This Escrow Agreement shall be governed by, construed, and enforced in accordance with the internal laws of the State of Florida. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts anchored in Florida.

6. EXECUTION AND SIGNATURES

IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of the date set forth below.

ISSUER:

OCEAN RESIDENCE LLC (Wyoming LLC)

By: _________________________________________________

Name: _______________________________________________

Title: Authorized Representative / Executive Officer

Date: _______________________________________________

ESCROW AGENT:

[Name of Escrow Bank / Custodian Institution]

By: _________________________________________________

Name: _______________________________________________

Title: Authorized Representative

Date: _______________________________________________