Common use of Dealer Manager Agreement Clause in Contracts

Dealer Manager Agreement. By Dealer’s acceptance of this Agreement, Dealer will become one of the “Participating Dealers” referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager Agreement, including, but not limited to, Section 8.4 of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the Dealer Manager or of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering. Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, or the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by the Company and all appropriate regulatory agencies (“Supplemental Information”).

Dealer Manager Agreement. The Dealer Manager has entered into the Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Cantor Real Estate Investment Management, LLC, a Delaware limited liability company (the “Sponsor”) dated , 2016, in the form attached hereto as Exhibit “A.” The terms of the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By Dealer’s your acceptance of this Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement and as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the terms and conditions indemnification provisions contained in Section 7 of the Dealer Manager Agreement, including, but not limited to, Section 8.4 of the such Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager Manager, the Sponsor and each officer and director thereof, and each person, if any, who controls the Company, the Dealer Manager, or the Sponsor within the meaning of their respective Indemnified Parties. Dealer hereby agrees to solicitthe Securities Act of 1933, as an independent contractor and amended (the “Securities Act”). Except as otherwise specifically stated herein, capitalized terms used in this Agreement not as otherwise defined herein shall have the agent of meanings given them in the Dealer Manager or Agreement. The Shares are to be offered solely through broker dealers who are members of the Company Financial Industry Regulatory Authority, Inc. (or their affiliates“FINRA”), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering. The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (andProspectus. The Dealer shall indicate on Schedule 1 to this Agreement whether the Dealer has elected to use its best efforts to sell Class A Shares, in the event Class T Shares or both classes of a Follow-On Offering, the applicable Follow-On Prospectus)Shares. Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and the Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed supplemental sales literature or other materials furnished to Dealer by the Dealer Managermaterials, provided that the use of such sales literature literature, advertising and other materials has material as shall have been previously approved for use in advance by the Company or an authorized agent of the Company in writing and all appropriate regulatory agencies (the “Supplemental InformationAuthorized Sales Materials”). The Company has filed with the Securities and Exchange Commission (the “Commission”) the Registration Statement, including the Prospectus, for the registration of the offering of the Shares under the Securities Act. Such Registration Statement has been declared effective by the Commission, or will be declared effective prior to commencement of the offering. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and the District of Columbia, or will be so qualified prior to commencement of the offering in any such jurisdiction. The Dealer Manager will provide the Dealer as many copies of the Prospectus as the Dealer may from time to time reasonably request.

Dealer Manager Agreement. By Dealer’s acceptance of this Agreement, Dealer will become one of the “Participating Dealers” referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager Agreement, including, but not limited to, Section 8.4 9.4 of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify indemnify, defend and hold harmless the Company, the Dealer Manager and Manager, each of their respective Indemnified Parties, and each person who signs the Registration Statement, from and against any losses, claims, expenses, damages or liabilities to which the Company, the Dealer Manager, or any of their respective Indemnified Parties, or any person who signed the Registration Statement, may become subject, under the Securities Act or otherwise. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the Dealer Manager or of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares Units pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offeringagreement. Dealer hereby agrees to use its best efforts to sell the Shares Units for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials Authorized Sales Materials furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials Authorized Sales Materials has been approved for use in advance by the Company and all appropriate regulatory agencies (“Supplemental Information”)agencies.

Dealer Manager Agreement. The Dealer Manager has entered into an agreement with the Company and the Operating Partnership called the Dealer Manager Agreement dated , 2004, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). By Dealer’s your acceptance of this Participating Dealer Agreement (this “Agreement”), Dealer you will become one of the “Participating Dealers” Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of provisions contained in the Dealer Manager Agreement, including, but not limited to, Section 8.4 including the provisions of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Participating Dealers severally agree to indemnify and hold harmless the Company, the Operating Partnership, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company and the Dealer Manager or within the meaning of the Company Securities Act of 1933, as amended (the “Securities Act”) or their affiliatesthe Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth herein, persons acceptable to capitalized terms used and not otherwise defined herein shall have the Company to purchase the Shares pursuant to the subscription agreement meanings given them in the form attached to the Prospectus and Dealer Manager Agreement. The Shares are offered solely through broker-dealers who are members in accordance with the terms good standing of the Prospectus orNational Association of Securities Dealers, in the event of a Follow-On Offering, the prospectus Inc. (a “Follow-On ProspectusNASD”) and the subscription agreement applicable to such Follow-On Offering). Participating Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Participating Dealer an employee, agent, representative or partner of the Dealer Manager, the Company or the CompanyOperating Partnership, and Participating Dealer is not authorized to act for the Dealer Manager Manager, the Company or the Company Operating Partnership or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by the Company and all appropriate regulatory agencies (“Supplemental Information”)any Authorized Sales Materials.

Dealer Manager Agreement. By Dealer’s acceptance of this Agreement, Dealer will become one of the “Participating Dealers” referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager Agreement, including, but not limited to, Section 8.4 of the Dealer Manager Agreement (or, in the event of a the Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the Dealer Manager or of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement Subscription Agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a the Follow-On Offering, the prospectus (a the “Follow-On Prospectus”) and the subscription agreement Subscription Agreement applicable to such the Follow-On Offering. Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a the Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, or the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by the Company and all appropriate regulatory agencies (“Supplemental Information”).

Dealer Manager Agreement. The Dealer Manager has entered into an agreement with the Company called the Dealer Manager Agreement dated [ , 2013], attached hereto as Exhibit A (the “Dealer Manager Agreement”). The terms of the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim and capitalized terms not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. By Dealer’s your acceptance of this Selected Dealer Agreement (the “Agreement” or this “Agreement”), Dealer you will become one of the “Participating Dealers” Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of indemnification provisions contained in the Dealer Manager Agreement, including, but not limited to, Section 8.4 including the provisions of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company or the Dealer Manager or within the meaning of the Company Securities Act of 1933, as amended (or their affiliatesthe “Securities Act”). Except as otherwise specifically stated herein, persons acceptable to all terms used in this Agreement have the Company to purchase the Shares pursuant to the subscription agreement meanings provided in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On OfferingDealer Manager Agreement. The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and the Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to the Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by Manager or the Company and all appropriate regulatory agencies to supplement the Prospectus (“Supplemental Informationsupplemental information”).

Dealer Manager Agreement. The Dealer Manager and the Company have entered into that certain Dealer Manager Agreement dated March __, 2004, in the form attached hereto as Exhibit "A." By Dealer’s your acceptance of this Selected Dealer Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in such Dealer Manager Agreement between the Company and the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the indemnification provisions contained in such Dealer Manager Agreement, including, but not limited to, including specifically the provisions of Section 8.4 4.3 of the such Dealer Manager Agreement (orwherein each Dealer, in the event upon execution of a Follow-On Offeringthis Selected Dealer Agreement, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree agrees to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company and the Dealer Manager or within the meaning of the Company Securities Act of 1933, as amended (the "Securities Act") or their affiliatesthe Securities Exchange Act of 1934, as amended (the "Exchange Act"), persons acceptable to for the Company to purchase matters set forth in said Section 4.3. Except as otherwise specifically stated herein, all terms used in this Selected Dealer Agreement have the Shares pursuant to the subscription agreement meanings provided in the form attached to the Prospectus and in accordance with the terms Dealer Manager Agreement. The Shares are offered solely through broker-dealers who are members of the Prospectus orNational Association of Securities Dealers, in Inc. (the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering"NASD"). Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Selected Dealer Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by Manager or the Company and all appropriate regulatory agencies to supplement the Prospectus (“"Supplemental Information”").

Dealer Manager Agreement. The Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company dated [ , ] in the form attached hereto as Exhibit “A.” By Dealer’s your acceptance of this Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in such Agreement between the Company and the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager indemnification provisions contained in such Agreement, including, but not limited to, including the provisions of Section 8.4 4 of the Dealer Manager such Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company or the Dealer Manager or within the meaning of the Company (or their affiliates)Securities Act of 1933, persons acceptable to as amended. Except as otherwise specifically stated herein, all terms used in this Agreement have the Company to purchase the Shares pursuant to the subscription agreement meanings provided in the form attached Dealer Manager Agreement. The Shares are to the Prospectus and in accordance with the terms be offered solely through broker-dealers who are members of the Prospectus orFinancial Industry Regulatory Authority, in the event of a Follow-On Offering, the prospectus Inc. (a “Follow-On ProspectusFINRA”) and the subscription agreement applicable to such Follow-On Offering). The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and the Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to the Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by Manager or the Company and all appropriate regulatory agencies to supplement the Prospectus (“Supplemental Informationsupplemental information”). The Company has filed with the Securities and Exchange Commission (the “Commission”) the Registration Statement, including the Prospectus, for the registration of the offering of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The Dealer Manager will provide the Dealer as many copies of the Prospectus as the Dealer may from time to time reasonably request.

Dealer Manager Agreement. By Dealer’s acceptance of this Agreement, The Dealer will become one of Manager has entered into a Dealer Manager Agreement (the “Participating Dealers” referred to Dealer Manager Agreement”), dated , 2018, with the Company attached hereto as Exhibit A. Except as otherwise specifically stated herein, all terms used in this Agreement have the meanings provided in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of Agreement. As described in the Dealer Manager Agreement, including, but not limited to, Section 8.4 the Company has filed a Registration Statement with the U.S. Securities and Exchange Commission (the “SEC”) registering an ongoing offering (“Offering”) of shares of one or more classes (the “Shares”) of the Dealer Manager Agreement (orCompany’s Common Stock. In this Agreement, in unless explicitly stated otherwise, any references to the event of a Follow-On Registration Statement, the Offering, the equivalent section of Shares or the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree Prospectus with respect to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the Dealer Manager or of the Company (or their affiliates), persons acceptable other shall mean only those that are all related to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offeringsame Registration Statement. The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and the Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or and in the applicable Follow-On Prospectus) and such other printed sales literature or other materials furnished Authorized Sales Materials. By your acceptance of this Agreement, you will become one of the Dealers referred to Dealer by in the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by Manager Agreement between the Company and all appropriate regulatory agencies (“Supplemental Information”)the Dealer Manager and will be entitled and subject to the indemnification provisions contained in the Dealer Manager Agreement, including the provisions of Section 5 of the Dealer Manager Agreement wherein the Dealers severally agree to indemnify and hold harmless the Company, Oaktree Capital Group, LLC and its affiliates, the Dealer Manager and each officer and director thereof, and each person, if any, who controls the Company or the Dealer Manager within the meaning of the Securities Act.

Dealer Manager Agreement. The Dealer Manager has entered into a Second Amended and Restated Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company dated [ , ], attached hereto as Exhibit “A.” By Dealer’s your acceptance of this Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in such Agreement between the Company and the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager indemnification provisions contained in such Agreement, including, but not limited to, including the provisions of Section 8.4 4 of the Dealer Manager such Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company or the Dealer Manager or within the meaning of the Company (or their affiliates)Securities Act of 1933, persons acceptable to as amended. Except as otherwise specifically stated herein, all terms used in this Agreement have the Company to purchase the Shares pursuant to the subscription agreement meanings provided in the form attached Dealer Manager Agreement. The Shares are to the Prospectus and in accordance with the terms be offered solely through broker-dealers who are members of the Prospectus orFinancial Industry Regulatory Authority, in the event of a Follow-On Offering, the prospectus Inc. (a “Follow-On ProspectusFINRA”) and the subscription agreement applicable to such Follow-On Offering). The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and the Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to the Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by Manager or the Company and all appropriate regulatory agencies to supplement the Prospectus (“Supplemental Informationsupplemental information”).

Dealer Manager Agreement. By Dealer’s acceptance of this Agreement, Dealer will become one of the “Participating Dealers” referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager Agreement, including, but not limited to, Section 8.4 of the Dealer Manager Agreement (or, in the event of a the Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the Dealer Manager or of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a the Follow-On Offering, the prospectus (a the “Follow-On Prospectus”) and the subscription agreement applicable to such the Follow-On Offering. Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a the Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, or the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by the Company and all appropriate regulatory agencies (“Supplemental Information”).

Dealer Manager Agreement. The Dealer Manager has entered into an agreement with the Company called the Dealer Manager Agreement dated , 2008, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). The terms of the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim and capitalized terms not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. By Dealer’s your acceptance of this Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of indemnification provisions contained in the Dealer Manager Agreement, including, but not limited to, Section 8.4 including the provisions of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company and the Dealer Manager or within the meaning of the Company Securities Act of 1933, as amended (or their affiliatesthe “Securities Act”). Except as otherwise specifically stated herein, persons acceptable to all terms used in this Agreement have the Company to purchase the Shares pursuant to the subscription agreement meanings provided in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On OfferingDealer Manager Agreement. Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus Prospectus; provided, however, that that no offers or sales shall be made in connection with the Offering until am (andCST) on , in the event of a Follow-On Offering, the applicable Follow-On Prospectus)2008. Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by Manager or the Company and all appropriate regulatory agencies to supplement the Prospectus (“Supplemental Informationsupplemental information”).

Dealer Manager Agreement. The Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Industrial Property Advisors LLC, a Delaware limited liability company (the “Advisor”) dated , 2013, in the form attached hereto as Exhibit “A.” The terms of the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By Dealer’s your acceptance of this Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement and as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the terms and conditions indemnification provisions contained in Section 7 of the Dealer Manager Agreement, including, but not limited to, Section 8.4 of the such Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager Manager, the Advisor and each officer and director thereof, and each person, if any, who controls the Company, the Dealer Manager, or the Advisor within the meaning of their respective Indemnified Parties. Dealer hereby agrees to solicitthe Securities Act of 1933, as an independent contractor and amended (the “Securities Act”). Except as otherwise specifically stated herein, capitalized terms used in this Agreement not as otherwise defined herein shall have the agent of meanings given them in the Dealer Manager or Agreement. The Shares are to be offered solely through broker-dealers who are members of the Company Financial Industry Regulatory Authority, Inc. (or their affiliates“FINRA”), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering. The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and the Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to the Dealer by the Dealer ManagerManager or the Company to supplement the Prospectus (“supplemental information”). The Company has filed with the Securities and Exchange Commission (the “Commission”) the Registration Statement, provided that including the use Prospectus, for the registration of such sales literature and other materials the offering of the Shares under the Securities Act. Such Registration Statement has been approved for use in advance declared effective by the Company Commission, or will be declared effective prior to commencement of the offering. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and all appropriate regulatory agencies (“Supplemental Information”)the District of Columbia, or will be so qualified prior to commencement of the offering in any such jurisdiction. The Dealer Manager will provide the Dealer as many copies of the Prospectus as the Dealer may from time to time reasonably request.

Dealer Manager Agreement. The Dealer Manager and the Company have entered into that certain Dealer Manager Agreement dated December , 2011, in the form attached hereto as Exhibit “A.” By Dealer’s your execution and acceptance of this Selected Dealer Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in such Dealer Manager Agreement between the Company and the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the provisions contained in such Dealer Manager Agreement, including, but not limited to, the representations and warranties and the indemnifications contained in such Dealer Manger Agreement, including specifically the provisions of Section 8.4 5.4 of the such Dealer Manager Agreement (orwherein each Dealer, in upon the event execution of a Follow-On Offeringthis Selected Dealer Agreement, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree agrees to indemnify and hold harmless harmless, among others, the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficers and directors (including any persons named in any of the Registration Statements with his consent, as an independent contractor about to become a director), each person who has signed any of the Registration Statements and not each person, if any, who controls the Company and the Dealer Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the agent “Exchange Act”) for the matters set forth in said Section 5.4 of the Dealer Manager or Agreement. Such indemnification obligations shall survive the termination of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) this Selected Dealer Agreement and the subscription agreement applicable to such Follow-On OfferingDealer Manager Agreement. Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Selected Dealer Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by the Company and all appropriate regulatory agencies (“Supplemental Information”)Authorized Sales Materials.

Dealer Manager Agreement. The Dealer Manager has entered into the Second Amended and Restated Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Industrial Property Advisors LLC, a Delaware limited liability company (the “Advisor”) dated August 14, 2015, in the form attached hereto as Exhibit “A.” The terms of the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By Dealer’s your acceptance of this Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement and as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the terms and conditions indemnification provisions contained in Section 7 of the Dealer Manager Agreement, including, but not limited to, Section 8.4 of the such Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager Manager, the Advisor and each officer and director thereof, and each person, if any, who controls the Company, the Dealer Manager, or the Advisor within the meaning of their respective Indemnified Parties. Dealer hereby agrees to solicitthe Securities Act of 1933, as an independent contractor and amended (the “Securities Act”). Except as otherwise specifically stated herein, capitalized terms used in this Agreement not as otherwise defined herein shall have the agent of meanings given them in the Dealer Manager or Agreement. The Shares are to be offered solely through broker dealers who are members of the Company Financial Industry Regulatory Authority, Inc. (or their affiliates“FINRA”), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering. The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (andProspectus. The Dealer shall indicate on Schedule 1 to this Agreement whether the Dealer has elected to use its best efforts to sell Class A Shares, in the event Class T Shares or both classes of a Follow-On Offering, the applicable Follow-On Prospectus)Shares. Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and the Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to the Dealer by the Dealer ManagerManager or the Company to supplement the Prospectus (“supplemental information”). The Company has filed with the Securities and Exchange Commission (the “Commission”) the Registration Statement, provided that including the use Prospectus, for the registration of such sales literature and other materials the offering of the Shares under the Securities Act. Such Registration Statement has been approved for use in advance declared effective by the Company Commission, or will be declared effective prior to commencement of the offering. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and all appropriate regulatory agencies (“Supplemental Information”)the District of Columbia, or will be so qualified prior to commencement of the offering in any such jurisdiction. The Dealer Manager will provide the Dealer as many copies of the Prospectus as the Dealer may from time to time reasonably request.

Dealer Manager Agreement. By Dealer’s acceptance Prospect Flexible Income Management, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Participating Dealer Agreement (this “Agreement”) pursuant to Section XII below, Dealer you will become one of the “Participating Dealers” Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of provisions contained in the Dealer Manager Agreement, including, but not limited to, Section 8.4 including the provisions of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section wherein each of the applicable Follow-On Dealer Manager Agreement) wherein the Participating Dealers severally agree agrees to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees officers and directors, including any persons named in any of the Registration Statements with his consent to solicitbecome a director), each person who has signed the Registration Statement and each person, if any, who controls such entity within the meaning of the Securities Act of 1933, as an independent contractor amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth herein, capitalized terms used and not as otherwise defined herein shall have the agent of meanings given them in the Dealer Manager or Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Company Financial Industry Regulatory Authority (or their affiliates“FINRA”), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering. Participating Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Company’s Prospectus). Nothing in this Agreement shall be deemed or construed to make Participating Dealer an employee, agent, representative or representative, partner of the Dealer Manager, the Company or the CompanyAdviser, and Participating Dealer is not authorized to act for the Dealer Manager Manager, the Company or the Company Adviser or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other any printed sales literature or other materials furnished to Dealer prepared by the Company, the Adviser or the Dealer Manager, provided that the use of such said sales literature and other TP Flexible Income Fund, Inc. Dealer Manager Agreement materials has been approved for use in advance by the Company in writing and all appropriate regulatory agencies (the “Supplemental InformationAuthorized Sales Materials”). In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Participating Dealer shall use such “broker-dealer use only” materials in accordance with Section V below.

Dealer Manager Agreement. The Dealer Manager has entered into an agreement with the Company called the Dealer Manager Agreement dated [ _________], 2008, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). The terms of the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim and capitalized terms not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. By Dealer’s your acceptance of this Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of indemnification provisions contained in the Dealer Manager Agreement, including, but not limited to, Section 8.4 including the provisions of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company and the Dealer Manager or within the meaning of the Company Securities Act of 1933, as amended (or their affiliatesthe “Securities Act”). Except as otherwise specifically stated herein, persons acceptable to all terms used in this Agreement have the Company to purchase the Shares pursuant to the subscription agreement meanings provided in the form attached to the Prospectus and in accordance with the terms Dealer Manager Agreement. The Shares are offered solely through broker-dealers who are members of the Prospectus orFinancial Industry Regulatory Authority, in the event of a Follow-On Offering, the prospectus Inc. (a “Follow-On ProspectusFINRA”) and the subscription agreement applicable to such Follow-On Offering). Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by Manager or the Company and all appropriate regulatory agencies to supplement the Prospectus (“Supplemental Informationsupplemental information”).

Dealer Manager Agreement. By Dealer’s acceptance of this Agreement, Dealer will become one of the “Participating Dealers” referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager Agreement, including, but not limited to, Section 8.4 of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Operating Partnership, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the Dealer Manager or of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering. Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, the Company or the CompanyOperating Partnership, and Dealer is not authorized to act for the Dealer Manager Manager, the Company or the Company Operating Partnership or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by the Company and all appropriate regulatory agencies (“Supplemental Information”).

Dealer Manager Agreement. By Dealer’s your acceptance of this Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the terms provisions contained in such Dealer Manager Agreement related to the Dealers, including the representations and conditions warranties of the Company contained in Section 2 of the Dealer Manager Agreement and the indemnification provisions contained in Section 9 of the Dealer Manager Agreement, including, but not limited to, Section 8.4 including specifically the provisions of the such Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager AgreementSection 9(c)) wherein the Dealers each Dealer severally agree agrees to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. officers and directors (including any person named in the Registration Statement, with his consent, who is about to become a director), each person who signed the Registration Statement and each person, if any, who controls the Company and the Dealer hereby agrees to solicitManager within the meaning of Section 15 of the Securities Act of 1933, as an independent contractor amended (the “Securities Act”). The indemnification and not as the agent contribution provisions contained in Sections 9 and 10 of the Dealer Manager or Agreement shall survive the termination of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) this Agreement and the subscription agreement applicable to such Follow-On OfferingDealer Manager Agreement. Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to the Dealer by the Dealer Manager, provided that Manager to supplement the use of such sales literature and other materials has been approved for use in advance by the Company and all appropriate regulatory agencies Prospectus (“Supplemental Information”).

Dealer Manager Agreement. By Dealer’s acceptance Upon effectiveness of this AgreementAgreement pursuant to Section XIV below, Dealer you will become one of the “Participating Dealers” Broker-Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the terms representations, warranties and conditions of covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Participating Broker-Dealer, including, but not limited to, the provisions of Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 8.4 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Dealer Manager Agreement (or, in the event of a FollowParticipating Broker-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree agrees to indemnify and hold harmless the CompanyCorporation, the Adviser, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act of 1933, as an independent contractor amended (the “Securities Act”), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 13 regarding submission of subscriptions for Offered Shares, and Section 14 regarding suitability of investors and compliance procedures for offers and sales of Offered Shares. Except as otherwise set forth herein, capitalized terms used and not as otherwise defined herein shall have the agent of meanings given to them in the Dealer Manager or Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Company Financial Industry Regulatory Authority, Inc. (or their affiliates“FINRA”), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow. Participating Broker-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering. Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Participating Broker-Dealer an employee, agent, representative representative, or partner of the Dealer Manager, the Corporation or the CompanyAdviser, and Participating Broker-Dealer is not authorized to act for the Dealer Manager Manager, the Corporation or the Company Adviser or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other any printed sales literature or other materials furnished to Dealer prepared by the Corporation, the Adviser or the Dealer Manager, provided that the use of such said sales literature and other materials has been approved for use in advance by the Company Corporation in writing and all appropriate regulatory agencies (the “Supplemental InformationAuthorized Sales Materials”). In the event that Participating Broker-Dealer uses printed materials in connection with the Offering prepared by the Corporation, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Participating Broker-Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below.

Dealer Manager Agreement. The Dealer Manager has entered into the Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Cantor Xxxxxxxxxx Investors, LLC, a Delaware limited liability company (the “Sponsor”) dated , 2016, in the form attached hereto as Exhibit “A.” The terms of the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By Dealer’s your acceptance of this Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement and as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the terms and conditions indemnification provisions contained in Section 7 of the Dealer Manager Agreement, including, but not limited to, Section 8.4 of the such Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager Manager, the Sponsor and each officer and director thereof, and each person, if any, who controls the Company, the Dealer Manager, or the Sponsor within the meaning of their respective Indemnified Parties. Dealer hereby agrees to solicitthe Securities Act of 1933, as an independent contractor and amended (the “Securities Act”). Except as otherwise specifically stated herein, capitalized terms used in this Agreement not as otherwise defined herein shall have the agent of meanings given them in the Dealer Manager or Agreement. The Shares are to be offered solely through broker dealers who are members of the Company Financial Industry Regulatory Authority, Inc. (or their affiliates“FINRA”), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering. The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (andProspectus. The Dealer shall indicate on Schedule 1 to this Agreement whether the Dealer has elected to use its best efforts to sell Class A Shares, in the event Class T Shares or both classes of a Follow-On Offering, the applicable Follow-On Prospectus)Shares. Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and the Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed supplemental sales literature or other materials furnished to Dealer by the Dealer Managermaterials, provided that the use of such sales literature literature, advertising and other materials has material as shall have been previously approved for use in advance by the Company or an authorized agent of the Company in writing and all appropriate regulatory agencies (the “Supplemental InformationAuthorized Sales Materials”). The Company has filed with the Securities and Exchange Commission (the “Commission”) the Registration Statement, including the Prospectus, for the registration of the offering of the Shares under the Securities Act. Such Registration Statement has been declared effective by the Commission, or will be declared effective prior to commencement of the offering. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and the District of Columbia, or will be so qualified prior to commencement of the offering in any such jurisdiction. The Dealer Manager will provide the Dealer as many copies of the Prospectus as the Dealer may from time to time reasonably request.

Dealer Manager Agreement. The Dealer Manager and the Company have entered into that certain Dealer Manager Agreement dated , 2003, in the form attached hereto as Exhibit “A.” By Dealer’s your acceptance of this Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in such Dealer Manager Agreement between the Company and the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the indemnification provisions contained in such Dealer Manager Agreement, including, but not limited to, Section 8.4 including specifically the provisions of the such Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager AgreementSection 4.3) wherein the Dealers each Dealer severally agree agrees to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company and the Dealer Manager or within the meaning of the Company (or their affiliates)Securities Act of 1933, persons acceptable to as amended. Except as otherwise specifically stated herein, all terms used in this Agreement have the Company to purchase the Shares pursuant to the subscription agreement meanings provided in the form attached to the Prospectus and in accordance with the terms Dealer Manager Agreement. The Shares are offered solely through broker-dealers who are members of the Prospectus orNational Association of Securities Dealers, in the event of a Follow-On Offering, the prospectus Inc. (a “Follow-On ProspectusNASD”) and the subscription agreement applicable to such Follow-On Offering). Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by Manager or the Company and all appropriate regulatory agencies to supplement the Prospectus (“Supplemental Informationsupplemental information”).

Dealer Manager Agreement. The Dealer Manager has entered into an agreement with the Company called the Dealer Manager Agreement dated August 31, 2004, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”; the terms of the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim and capitalized terms not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement). By Dealer’s your acceptance of this Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of indemnification provisions contained in the Dealer Manager Agreement, including, but not limited to, Section 8.4 including the provisions of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company and the Dealer Manager or within the meaning of the Company Securities Act of 1933, as amended (or their affiliatesthe “Securities Act”). Except as otherwise specifically stated herein, persons acceptable to all terms used in this Agreement have the Company to purchase the Shares pursuant to the subscription agreement meanings provided in the form attached to the Prospectus and in accordance with the terms Dealer Manager Agreement. The Shares are offered solely through broker-dealers who are members of the Prospectus orNational Association of Securities Dealers, in the event of a Follow-On Offering, the prospectus Inc. (a “Follow-On ProspectusNASD”) and the subscription agreement applicable to such Follow-On Offering). Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by Manager or the Company and all appropriate regulatory agencies to supplement the Prospectus (“Supplemental Informationsupplemental information”).

Dealer Manager Agreement. The Dealer Manager has entered into an agreement with the Company called the Dealer Manager Agreement dated October 6, 2006, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement,” the terms of the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim and capitalized terms not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement). By Dealer’s your acceptance of this Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of indemnification provisions contained in the Dealer Manager Agreement, including, but not limited to, Section 8.4 including the provisions of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company and the Dealer Manager or within the meaning of the Company Securities Act of 1933, as amended (or their affiliatesthe “Securities Act”). Except as otherwise specifically stated herein, persons acceptable to all terms used in this Agreement have the Company to purchase the Shares pursuant to the subscription agreement meanings provided in the form attached to the Prospectus and in accordance with the terms Dealer Manager Agreement. The Shares are offered solely through broker-dealers who are members of the Prospectus orNational Association of Securities Dealers, in the event of a Follow-On Offering, the prospectus Inc. (a “Follow-On ProspectusNASD”) and the subscription agreement applicable to such Follow-On Offering). Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus Prospectus; provided, however, that that no offers or sales shall be made in connection with the Offering until 5:30pm (andCDT) on October 20, in the event of a Follow-On Offering, the applicable Follow-On Prospectus)2006. Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by Manager or the Company and all appropriate regulatory agencies to supplement the Prospectus (“Supplemental Informationsupplemental information”).

Dealer Manager Agreement. The Dealer Manager has entered into an Amended and Restated Dealer Manager Agreement (the "Dealer Management Agreement") with the Company dated , 2005, in the form attached hereto as Exhibit "A." By Dealer’s your acceptance of this Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in such Agreement between the Company and the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager indemnification provisions contained in such Agreement, including, but not limited to, including the provisions of Section 8.4 4 of the Dealer Manager such Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company or the Dealer Manager or within the meaning of the Company (or their affiliates)Securities Act of 1933, persons acceptable to as amended. Except as otherwise specifically stated herein, all terms used in this Agreement have the Company to purchase the Shares pursuant to the subscription agreement meanings provided in the form attached Dealer Manager Agreement. The Shares are to the Prospectus and in accordance with the terms be offered solely through broker-dealers who are members of the Prospectus orNational Association of Securities Dealers, in Inc. (the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering"NASD"). The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, and the applicable Follow-On Prospectus)Prospectus Supplement. Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and the Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or Prospectus, the applicable Follow-On Prospectus) Prospectus Supplement and such other printed sales literature or other materials information furnished to Dealer by the Dealer ManagerManager or the Company to supplement the Prospectus ("supplemental information"). The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement, provided that including a prospectus (the use "Prospectus"), for the registration of such sales literature and other materials the offering of the Shares under the Securities Act of 1933, as amended (the "Securities Act"). Such registration statement has been approved for use in advance declared effective by the Company Commission. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and all appropriate regulatory agencies (“Supplemental Information”)the District of Columbia. The Dealer Manager will provide the Dealer as many copies of the Prospectus and the applicable Prospectus Supplement as the Dealer may from time to time reasonably request.

Dealer Manager Agreement. By Dealer’s acceptance of this Agreement, Dealer will become one of the “Participating Dealers” referred to (a)As described in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager Agreement, including, but not limited to, Section 8.4 of the Company has filed one or more registration statements with the Securities and Exchange Commission (the “SEC”) that are listed on Schedule 1 to the Dealer Manager Agreement (oreach, a “Registration Statement”), which Schedule 1 may be amended from time to time with the written consent of the Company and the Dealer Manager. Any new Registration Statement will be added to Schedule 1 upon its initial effectiveness with the SEC. Each Registration Statement shall register an ongoing offering (each, an “Offering”) of Common Stock, which may consist of Class T, Class S, Class D and/or Class I shares of Common Stock (the “Shares”). (b)The Offering is and shall be comprised of a maximum amount of Shares set forth in the event of Prospectus that will be issued and sold to the public at the public offering prices per Share set forth in the Prospectus pursuant to a Follow-On primary offering (the “Primary Shares”) and the Company's distribution reinvestment plan (the “DRIP Shares”). In connection with the Offering, the equivalent section minimum purchase by any one person shall be as set forth in the Prospectus. In this Agreement, unless explicitly stated otherwise, “the Prospectus” means, at any given time, each Prospectus contained in a Registration Statement, except that if the prospectus or prospectus supplement filed by the Company pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the applicable Follow-On “Securities Act”) shall differ from the Prospectus on file with respect to such Registration Statement at its effective date, the term “Prospectus” shall include such prospectus or prospectus supplement filed pursuant to Rule 424(b). (c)Notwithstanding the foregoing, if any new Registration Statement is added to Schedule 1 to the Dealer Manager Agreement) wherein , the Dealers severally agree Dealer Manager will promptly give Dealer written notice of such addition. Schedule 1 to indemnify the Dealer Manager Agreement may be amended from time to time with the written consent of the Company and hold harmless the Dealer Manager. However, the addition or removal of Registration Statements from Schedule 1 to the Dealer Manager Agreement shall only apply prospectively and shall not affect the respective agreements, representations and warranties of the Company, the Advisor, the Dealer Manager and each Dealer prior to receipt by Dealer of their respective Indemnified Parties. Dealer hereby agrees copies of such amendments to solicit, as an independent contractor and not as the agent of Schedule 1 to the Dealer Manager Agreement. It is possible that more than one Registration Statement may be listed on Schedule 1 during times of transition from one Registration Statement to another, during which time offers or of sales may be made pursuant to either Registration Statement. In such event, the Company Dealer Manager shall (or their affiliates), persons acceptable a) communicate to Dealer details about the transition from one Registration Statement to the Company to purchase the Shares next, including when sales may be made pursuant to the subscription agreement in the form attached most recent Registration Statement and when sales will cease pursuant to the older Registration Statement and (b) provide Dealer with sufficient copies of the appropriate Prospectus and other offering materials in accordance with order to continue to make offers and sales throughout such transition period. (d)In this Agreement, unless explicitly stated otherwise, the terms “Registration Statement” means, at any given time, each of the Prospectus orregistration statements listed on Schedule 1 to the Dealer Manager Agreement, as such Schedule 1 to the Dealer Manager Agreement may be amended from time to time, as each such registration statement is finally amended and revised at the effective date of the registration statement (including at the effective date of any post-effective amendment thereto). In this Agreement, unless explicitly stated otherwise, the “Offering” means, at any given time, an offering covered by a Registration Statement and “Shares” means the Shares being offered in an Offering. In this Agreement, unless explicitly stated otherwise, any references to the event of a Follow-On Registration Statement, the Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering. Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in or the Prospectus (and, in with respect to each other shall mean only those that are all related to the event of a Follow-On Offering, the applicable Follow-On Prospectus)same Registration Statement. Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, or the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by the Company and all appropriate regulatory agencies (“Supplemental Information”)SECTION 2.

Dealer Manager Agreement. The Dealer Manager has entered into an agreement with the Company called the Dealer Manager Agreement dated ________________, 2005, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). The terms of the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim and capitalized terms not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. By Dealer’s your acceptance of this Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of indemnification provisions contained in the Dealer Manager Agreement, including, but not limited to, Section 8.4 including the provisions of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company and the Dealer Manager or within the meaning of the Company Securities Act of 1933, as amended (or their affiliatesthe “Securities Act”). Except as otherwise specifically stated herein, persons acceptable to all terms used in this Agreement have the Company to purchase the Shares pursuant to the subscription agreement meanings provided in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On OfferingDealer Manager Agreement. Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by Manager or the Company and all appropriate regulatory agencies to supplement the Prospectus (“Supplemental Informationsupplemental information”).

Dealer Manager Agreement. The Dealer Manager has entered into an agreement with the Company called the Dealer Manager Agreement dated [ , 2013], in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). The terms of the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim and capitalized terms not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. By Dealer’s your acceptance of this Selected Dealer Agreement (the “Agreement” or this “Agreement”), Dealer you will become one of the “Participating Dealers” Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of indemnification provisions contained in the Dealer Manager Agreement, including, but not limited to, Section 8.4 including the provisions of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company or the Dealer Manager or within the meaning of the Company Securities Act of 1933, as amended (or their affiliatesthe “Securities Act”). Except as otherwise specifically stated herein, persons acceptable to all terms used in this Agreement have the Company to purchase the Shares pursuant to the subscription agreement meanings provided in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On OfferingDealer Manager Agreement. The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and the Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to the Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by Manager or the Company and all appropriate regulatory agencies to supplement the Prospectus (“Supplemental Informationsupplemental information”).

Dealer Manager Agreement. By Dealer’s acceptance of this Agreement, Dealer will become one of the “Participating Dealers” referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager Agreement, including, but not limited to, Section 8.4 of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Operating Partnership, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the Dealer Manager or of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering. Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, the Company or the CompanyOperating Partnership, and Dealer is not authorized to act for the Dealer Manager Manager, the Company or the Company Operating Partnership or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by the Company and all appropriate regulatory agencies (“Supplemental Information”).

Dealer Manager Agreement. The Dealer Manager has entered into an Amended and Restated Dealer Manager Agreement (the "Dealer Management Agreement") with the Company dated , 2005, in the form attached hereto as Exhibit "A." By Dealer’s your acceptance of this Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in such Agreement between the Company and the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager indemnification provisions contained in such Agreement, including, but not limited to, including the provisions of Section 8.4 4 of the Dealer Manager such Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company or the Dealer Manager or within the meaning of the Company (or their affiliates)Securities Act of 1933, persons acceptable to as amended. Except as otherwise specifically stated herein, all terms used in this Agreement have the Company to purchase the Shares pursuant to the subscription agreement meanings provided in the form attached Dealer Manager Agreement. The Shares are to the Prospectus and in accordance with the terms be offered solely through broker-dealers who are members of the Prospectus orNational Association of Securities Dealers, in Inc. (the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering"NASD"). The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and the Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to Dealer by the Dealer ManagerManager or the Company to supplement the Prospectus ("supplemental information"). The Company has filed with the Securities and Exchange Commission (the "Commission") the Registration Statement, provided that including the use Prospectus, for the registration of such sales literature and other materials the offering of the Shares under the Securities Act of 1933, as amended (the "Securities Act"). Such registration statement has been approved for use in advance declared effective by the Company Commission. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and all appropriate regulatory agencies (“Supplemental Information”)the District of Columbia. The Dealer Manager will provide the Dealer as many copies of the Prospectus as the Dealer may from time to time reasonably request.

Dealer Manager Agreement. The Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company dated [ ], 2007, in the form attached hereto as Exhibit A. By Dealer’s your acceptance of this Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in such Agreement between the Company and the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager indemnification provisions contained in such Agreement, including, but not limited to, including the provisions of Section 8.4 5 of the Dealer Manager such Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company or the Dealer Manager or within the meaning of the Company (or their affiliates)Securities Act of 1933, persons acceptable to as amended. Except as otherwise specifically stated herein, all terms used in this Agreement have the Company to purchase the Shares pursuant to the subscription agreement meanings provided in the form attached Dealer Manager Agreement. The Shares are to the Prospectus and in accordance with the terms be offered solely through broker-dealers who are members of the Prospectus orNational Association of Securities Dealers, in Inc. (the event of a Follow-On Offering, the prospectus (a “Follow-On ProspectusNASD”) and the subscription agreement applicable to such Follow-On Offering). The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and the Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to Dealer by the Dealer ManagerManager or the Company to supplement the Prospectus (“supplemental information”). The Company has filed with the Securities and Exchange Commission (the “Commission”) the Registration Statement, provided that including the use Prospectus, for the registration of such sales literature and other materials the offering of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement has been approved for use in advance declared effective by the Company and all appropriate regulatory agencies (“Supplemental Information”)Commission. The Dealer Manager will provide the Dealer as many copies of the Prospectus as the Dealer may from time to time reasonably request.

Dealer Manager Agreement. The Dealer Manager has entered into the Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Cantor Xxxxxxxxxx Investors, LLC, a Delaware limited liability company (the “Sponsor”) dated March 23, 2017, in the form attached hereto as Exhibit “A.” The terms of the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By Dealer’s your acceptance of this Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement and as set forth in Section 13 thereof, and, in particular, will be entitled and subject to the terms and conditions indemnification provisions contained in Section 7 of the Dealer Manager Agreement, including, but not limited to, Section 8.4 of the such Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager Manager, the Sponsor and each officer and director thereof, and each person, if any, who controls the Company, the Dealer Manager, or the Sponsor within the meaning of their respective Indemnified Parties. Dealer hereby agrees to solicitthe Securities Act of 1933, as an independent contractor and amended (the “Securities Act”). Except as otherwise specifically stated herein, capitalized terms used in this Agreement not as otherwise defined herein shall have the agent of meanings given them in the Dealer Manager or Agreement. The Shares are to be offered solely through broker dealers who are members of the Company Financial Industry Regulatory Authority, Inc. (or their affiliates“FINRA”), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering. The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (andProspectus. The Dealer shall indicate on Schedule 1 to this Agreement whether the Dealer has elected to use its best efforts to sell Class A Shares, in the event Class T Shares or both classes of a Follow-On Offering, the applicable Follow-On Prospectus)Shares. Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and the Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed supplemental sales literature or other materials furnished to Dealer by the Dealer Managermaterials, provided that the use of such sales literature literature, advertising and other materials has material as shall have been previously approved for use in advance by the Company or an authorized agent of the Company in writing and all appropriate regulatory agencies (the “Supplemental InformationAuthorized Sales Materials”). The Company has filed with the Securities and Exchange Commission (the “Commission”) the Registration Statement, including the Prospectus, for the registration of the offering of the Shares under the Securities Act. Such Registration Statement has been declared effective by the Commission, or will be declared effective prior to commencement of the offering. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and the District of Columbia, or will be so qualified prior to commencement of the offering in any such jurisdiction. The Dealer Manager will provide the Dealer as many copies of the Prospectus as the Dealer may from time to time reasonably request.

Dealer Manager Agreement. The Dealer Manager has entered into the Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Cantor Xxxxxxxxxx Investors, LLC, a Delaware limited liability company (the “Sponsor”) dated [●], 2018, in the form attached hereto as Exhibit “A.” The terms of the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By Dealer’s your acceptance of this Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement and as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the terms and conditions indemnification provisions contained in Section 7 of the Dealer Manager Agreement, including, but not limited to, Section 8.4 of the such Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager Manager, the Sponsor and each officer and director thereof, and each person, if any, who controls the Company, the Dealer Manager, or the Sponsor within the meaning of their respective Indemnified Parties. Dealer hereby agrees to solicitthe Securities Act of 1933, as an independent contractor and amended (the “Securities Act”). Except as otherwise specifically stated herein, capitalized terms used in this Agreement not as otherwise defined herein shall have the agent of meanings given them in the Dealer Manager or Agreement. The Shares are to be offered solely through broker dealers who are members of the Company Financial Industry Regulatory Authority, Inc. (or their affiliates“FINRA”), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering. The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (andProspectus. The Dealer shall indicate on Schedule 1 to this Agreement whether the Dealer has elected to use its best efforts to sell Class A Shares, in the event Class T Shares or both classes of a Follow-On Offering, the applicable Follow-On Prospectus)Shares. Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and the Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed supplemental sales literature or other materials furnished to Dealer by the Dealer Managermaterials, provided that the use of such sales literature literature, advertising and other materials has material as shall have been previously approved for use in advance by the Company or an authorized agent of the Company in writing and all appropriate regulatory agencies (the “Supplemental InformationAuthorized Sales Materials”). The Company has filed with the Securities and Exchange Commission (the “Commission”) the Registration Statement, including the Prospectus, for the registration of the offering of the Shares under the Securities Act. Such Registration Statement has been declared effective by the Commission, or will be declared effective prior to commencement of the offering. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and the District of Columbia, or will be so qualified prior to commencement of the offering in any such jurisdiction. The Dealer Manager will provide the Dealer as many copies of the Prospectus as the Dealer may from time to time reasonably request.

Dealer Manager Agreement. The Dealer Manager has entered into an agreement with the Company called the Dealer Manager Agreement dated [ ], 2007, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). The terms of the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim and capitalized terms not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement). By Dealer’s your acceptance of this Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of indemnification provisions contained in the Dealer Manager Agreement, including, but not limited to, Section 8.4 including the provisions of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company and the Dealer Manager or within the meaning of the Company Securities Act of 1933, as amended (or their affiliatesthe “Securities Act”). Except as otherwise specifically stated herein, persons acceptable to all terms used in this Agreement have the Company to purchase the Shares pursuant to the subscription agreement meanings provided in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On OfferingDealer Manager Agreement. Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (andProspectus; provided, however, that no offers or sales shall be made in connection with the event of a Follow-On Offering, the applicable Follow-On Prospectus)Offering until [ ] on [ ]. Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by Manager or the Company and all appropriate regulatory agencies to supplement the Prospectus (“Supplemental Informationsupplemental information”).

Dealer Manager Agreement. The Dealer Manager and the Company have entered into that certain Dealer Manager Agreement dated _____________, 200__, in the form attached hereto as Exhibit "A." By Dealer’s your acceptance of this Selected Dealer Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in such Dealer Manager Agreement between the Company and the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the indemnification provisions contained in such Dealer Manager Agreement, including, but not limited to, including specifically the provisions of Section 8.4 4 of the such Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On wherein each Dealer Manager Agreement) wherein the Dealers severally agree agrees to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company and the Dealer Manager or within the meaning of the Company Securities Act of 1933, as amended (the "Securities Act") or their affiliatesthe Securities Exchange Act of 1934, as amended (the "Exchange Act"). Except as otherwise specifically stated herein, persons acceptable to all terms used in this Selected Dealer Agreement have the Company to purchase the Shares pursuant to the subscription agreement meanings provided in the form attached to the Prospectus and in accordance with the terms Dealer Manager Agreement. The Shares are offered solely through broker-dealers who are members of the Prospectus orNational Association of Securities Dealers, in Inc. (the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering"NASD"). Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Selected Dealer Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by Manager or the Company and all appropriate regulatory agencies to supplement the Prospectus (“"Supplemental Information”").

Dealer Manager Agreement. The Dealer Manager and the Company have entered into that certain Dealer Manager Agreement dated ______________, 2002, in the form attached hereto as Exhibit "A." By Dealer’s your acceptance of this Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in such Dealer Manager Agreement between the Company and the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the indemnification provisions contained in such Dealer Manager Agreement, including, but not limited to, Section 8.4 including specifically the provisions of the such Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager AgreementSection 4.3) wherein the Dealers each Dealer severally agree agrees to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company and the Dealer Manager or within the meaning of the Company (or their affiliates)Securities Act of 1933, persons acceptable to as amended. Except as otherwise specifically stated herein, all terms used in this Agreement have the Company to purchase the Shares pursuant to the subscription agreement meanings provided in the form attached to the Prospectus and in accordance with the terms Dealer Manager Agreement. The Shares are offered solely through broker-dealers who are members of the Prospectus orNational Association of Securities Dealers, in the event of a Follow-On Offering, the prospectus Inc. (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering"NASD"). Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by Manager or the Company and all appropriate regulatory agencies to supplement the Prospectus (“Supplemental Information”"supplemental information").

Dealer Manager Agreement. The Dealer Manager and the Company have entered into that certain Dealer Manager Agreement dated November 19, 2009, in the form attached hereto as Exhibit “A.” By Dealer’s your acceptance of this Participating Dealer Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in such Dealer Manager Agreement between the Company and the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the indemnification provisions contained in such Dealer Manager Agreement, including, but not limited to, including specifically the provisions of Section 8.4 4.4 of the such Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On wherein each Dealer Manager Agreement) wherein the Dealers severally agree agrees to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. officer, director, member and manager thereof, and each person, if any, who controls the Company and the Dealer hereby agrees to solicit, as an independent contractor and not as Manager for the agent matters set forth in Section 4.4 of the Dealer Manager or Agreement. Such indemnification obligations shall survive the termination of this Participating Dealer Agreement. Except as otherwise specifically stated herein, all terms used in this Participating Dealer Agreement have the meanings provided in the Dealer Manager Agreement. The Shares are offered solely through broker-dealers which are members of the Company Financial Industry Regulatory Authority (or their affiliates“FINRA”), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering. Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus Memorandum. The Shares will be offered pursuant to an exemption from Registration pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus“Securities Act”). Nothing in this Participating Dealer Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) Memorandum and such other printed sales literature or other materials furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by the Company and all appropriate regulatory agencies (“Supplemental Information”)Authorized Sales Materials.

Dealer Manager Agreement. The Dealer Manager has entered into an Amended and Restated Dealer Manager Agreement with the Company dated August 13, 2018 in the form attached hereto as Exhibit “A” (the “Dealer Manager Agreement”). By Dealer’s your acceptance of this Selected Dealer Agreement (this “Agreement”), Dealer you will become one of the “Participating Dealers” Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement, including, but not limited to, Section 8.4 and will be entitled to and bound by the provisions of the Dealer Manager Agreement (orAgreement, including the indemnification provisions contained in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicit, as an independent contractor and not as the agent Section 6 of the Dealer Manager or Agreement. Except as otherwise specifically stated herein, all capitalized but undefined terms used in this Agreement have the meanings provided in the Dealer Manager Agreement. The Interests may be offered solely through broker-dealers who are members of the Company Financial Industry Regulatory Authority, Inc. (or their affiliates), persons “FINRA”) and acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On OfferingDealer Manager. The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated solicit participation in the Prospectus (and, Private Placements of Interests in those Properties with respect to which the event of a Follow-On Offering, Dealer has delivered an executed Property Acceptance Letter in accordance with the applicable Follow-On Prospectus)procedures set forth below and in accordance with the Memorandum. Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and the Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) Memorandum and such other printed any additional sales literature or other materials furnished to Dealer which has been approved in advance in writing by the Dealer Manager, provided that the use of such sales literature Manager and other materials has been approved for use in advance by the Company and all appropriate regulatory agencies to supplement the Memorandum (“Supplemental Information”).. The Dealer Manager agrees to provide to the Dealer a copy of the Memorandum, Property Supplement and Supplemental Information (collectively, the “Offering Materials”) prepared for each Property with respect to which Interests may be offered by the Dealer. Following its receipt and review of the Offering Materials with respect to a Property, the Dealer may elect to participate in the offering of the Interests in such Property by executing the Property Acceptance Letter in the form attached hereto as Exhibit “B”. The rights and obligations of the Dealer and the Dealer Manager set forth in this Agreement shall become effective on the day that the Property Acceptance Letter with respect to such Property is executed by the Dealer. In the event that an executed Property Acceptance Letter with respect to

Dealer Manager Agreement. The Dealer Manager and the Company have entered into that certain Dealer Manager Agreement dated _____________, 2004, in the form attached hereto as Exhibit "A." By Dealer’s your acceptance of this Selected Dealer Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in such Dealer Manager Agreement between the Company and the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the indemnification provisions contained in such Dealer Manager Agreement, including, but not limited to, including specifically the provisions of Section 8.4 5.3 of the such Dealer Manager Agreement (orwherein each Dealer, in the event upon execution of a Follow-On Offeringthis Selected Dealer Agreement, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree agrees to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company and the Dealer Manager or within the meaning of the Company Securities Act of 1933, as amended (the "Securities Act") or their affiliatesthe Securities Exchange Act of 1934, as amended (the "Exchange Act"), persons acceptable to for the Company to purchase matters set forth in said Section 4.3. Except as otherwise specifically stated herein, all terms used in this Selected Dealer Agreement have the Shares pursuant to the subscription agreement meanings provided in the form attached to the Prospectus and in accordance with the terms Dealer Manager Agreement. The Shares are offered solely through broker-dealers who are members of the Prospectus orNational Association of Securities Dealers, in Inc. (the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering"NASD"). Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Selected Dealer Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by Manager or the Company and all appropriate regulatory agencies to supplement the Prospectus (“"Supplemental Information”").

Dealer Manager Agreement. By Dealer’s acceptance of this Agreement, Dealer will become one of the “Participating Dealers” referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager Agreement, including, but not limited to, Section 8.4 9.4 of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify indemnify, defend and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties and each person who signs the Registration Statement, from and against any losses, claims, expenses, damages or liabilities to which the Company, the Dealer Manager, or any of their respective Indemnified Parties, or any person who signed the Registration Statement, may become subject, under the Securities Act or otherwise. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the Dealer Manager or of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offeringagreement. Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by the Company and all appropriate regulatory agencies (“Supplemental Information”).

Dealer Manager Agreement. By Dealer’s acceptance Triton Pacific Adviser, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Participating Dealer Agreement (this “Agreement”) pursuant to Section XII below, Dealer you will become one of the “Participating Dealers” Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of provisions contained in the Dealer Manager Agreement, including, but not limited to, Section 8.4 including the provisions of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section wherein each of the applicable Follow-On Dealer Manager Agreement) wherein the Participating Dealers severally agree agrees to indemnify and hold harmless the Company, the Adviser, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of the Securities Act of 1933, as an independent contractor amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth herein, capitalized terms used and not as otherwise defined herein shall have the agent of meanings given them in the Dealer Manager or Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Company Financial Industry Regulatory Authority (or their affiliates“FINRA”), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering. Participating Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Company’s Prospectus). Nothing in this Agreement shall be deemed or construed to make Participating Dealer an employee, agent, representative or representative, partner of the Dealer Manager, the Company or the CompanyAdviser, and Participating Dealer is not authorized to act for the Dealer Manager Manager, the Company or the Company Adviser or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other any printed sales literature or other materials furnished to Dealer prepared by the Company, the Adviser or the Dealer Manager, provided that the use of such said sales literature and other Triton Pacific Investment Corporation, Inc. materials has been approved for use in advance by the Company in writing and all appropriate regulatory agencies (the “Supplemental InformationAuthorized Sales Materials”). In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Participating Dealer shall use such “broker-dealer use only” materials in accordance with Section V below.

Dealer Manager Agreement. The Dealer Manager has entered into an agreement with the Company called the Dealer Manager Agreement dated [ , 2017], attached hereto as Exhibit A (the “Dealer Manager Agreement”). The terms of the Dealer Manager Agreement relating to the Dealer Manager are incorporated herein by reference as if set forth verbatim and capitalized terms not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. By Dealer’s your acceptance of this Selected Dealer Agreement (the “Agreement” or this “Agreement”), Dealer you will become one of the “Participating Dealers” Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of indemnification provisions contained in the Dealer Manager Agreement, including, but not limited to, Section 8.4 including the provisions of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company or the Dealer Manager or within the meaning of the Company Securities Act of 1933, as amended (or their affiliatesthe “Securities Act”). Except as otherwise specifically stated herein, persons acceptable to all terms used in this Agreement have the Company to purchase the Shares pursuant to the subscription agreement meanings provided in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On OfferingDealer Manager Agreement. The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and the Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to the Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by Manager or the Company and all appropriate regulatory agencies to supplement the Prospectus (“Supplemental Informationsupplemental information”).

Dealer Manager Agreement. The Dealer Manager has entered into a Dealer Manager Agreement with the Company dated July 17, 2002, in the form attached hereto as Exhibit "A." By Dealer’s your acceptance of this Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in such Agreement between the Company and the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager indemnification provisions contained in such Agreement, including, but not limited to, including the provisions of Section 8.4 4 of the Dealer Manager such Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company and the Dealer Manager or within the meaning of the Company (or their affiliates)Securities Act of 1933, persons acceptable to as amended. Except as otherwise specifically stated herein, all terms used in this Agreement have the Company to purchase the Shares pursuant to the subscription agreement meanings provided in the form attached to the Prospectus and in accordance with the terms Dealer Manager Agreement. The Shares are offered solely through broker-dealers who are members of the Prospectus orNational Association of Securities Dealers, in the event of a Follow-On Offering, the prospectus Inc. (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering"NASD"). Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to Dealer by the Dealer ManagerManager or the Company to supplement the Prospectus ("supplemental information"). The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement, provided that including a prospectus (the use "Prospectus"), for the registration of such sales literature and other materials the offering of the Shares under the Securities Act of 1933, as amended (the "Securities Act"). Such registration statement has been approved for use in advance declared effective by the Company Commission. The offering of the shares has also been qualified in all fifty states of the United States, Puerto Rico and all appropriate regulatory agencies (“Supplemental Information”)the District of Columbia. The Dealer Manager will provide the Dealer as many copies of the Prospectus as the Dealer may from time to time reasonably request.

Dealer Manager Agreement. The Dealer Manager has entered into a Amended and Restated Dealer Manager Agreement with the Company dated November 21, 2003, in the form attached hereto as Exhibit “A.” By Dealer’s your acceptance of this Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in such Agreement between the Company and the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager indemnification provisions contained in such Agreement, including, but not limited to, including the provisions of Section 8.4 4 of the Dealer Manager such Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company and the Dealer Manager or within the meaning of the Company (or their affiliates)Securities Act of 1933, persons acceptable to as amended. Except as otherwise specifically stated herein, all terms used in this Agreement have the Company to purchase the Shares pursuant to the subscription agreement meanings provided in the form attached to the Prospectus and in accordance with the terms Dealer Manager Agreement. The Shares are offered solely through broker-dealers who are members of the Prospectus orNational Association of Securities Dealers, in the event of a Follow-On Offering, the prospectus Inc. (a “Follow-On ProspectusNASD”) and the subscription agreement applicable to such Follow-On Offering). Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to Dealer by the Dealer ManagerManager or the Company to supplement the Prospectus (“supplemental information”). The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement, provided that including a prospectus (the use “Prospectus”), for the registration of such sales literature and other materials the offering of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement has been approved for use in advance declared effective by the Company Commission. The offering of the shares has also been qualified in all fifty states of the United States, Puerto Rico and all appropriate regulatory agencies (“Supplemental Information”)the District of Columbia. The Dealer Manager will provide the Dealer as many copies of the Prospectus as the Dealer may from time to time reasonably request.

Dealer Manager Agreement. The Dealer Manager and the Company have entered into that certain Dealer Manager Agreement dated _____________, 2004, in the form attached hereto as Exhibit "A." By Dealer’s your acceptance of this Selected Dealer Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in such Dealer Manager Agreement between the Company and the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the indemnification provisions contained in such Dealer Manager Agreement, including, but not limited to, including specifically the provisions of Section 8.4 4.3 of the such Dealer Manager Agreement (orwherein each Dealer, in the event upon execution of a Follow-On Offeringthis Selected Dealer Agreement, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree agrees to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company and the Dealer Manager or within the meaning of the Company Securities Act of 1933, as amended (the "Securities Act") or their affiliatesthe Securities Exchange Act of 1934, as amended (the "Exchange Act"), persons acceptable to for the Company to purchase matters set forth in said Section 4.3. Except as otherwise specifically stated herein, all terms used in this Selected Dealer Agreement have the Shares pursuant to the subscription agreement meanings provided in the form attached to the Prospectus and in accordance with the terms Dealer Manager Agreement. The Shares are offered solely through broker-dealers who are members of the Prospectus orNational Association of Securities Dealers, in Inc. (the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering"NASD"). Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Selected Dealer Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by Manager or the Company and all appropriate regulatory agencies to supplement the Prospectus (“"Supplemental Information”").

Dealer Manager Agreement. The Dealer Manager has entered into a Amended and Restated Dealer Manager Agreement with the Company dated November 21, 2003, in the form attached hereto as Exhibit "A." By Dealer’s your acceptance of this Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in such Agreement between the Company and the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager indemnification provisions contained in such Agreement, including, but not limited to, including the provisions of Section 8.4 4 of the Dealer Manager such Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company and the Dealer Manager or within the meaning of the Company (or their affiliates)Securities Act of 1933, persons acceptable to as amended. Except as otherwise specifically stated herein, all terms used in this Agreement have the Company to purchase the Shares pursuant to the subscription agreement meanings provided in the form attached to the Prospectus and in accordance with the terms Dealer Manager Agreement. The Shares are offered solely through broker-dealers who are members of the Prospectus orNational Association of Securities Dealers, in the event of a Follow-On Offering, the prospectus Inc. (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering"NASD"). Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to Dealer by the Dealer ManagerManager or the Company to supplement the Prospectus ("supplemental information"). The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement, provided that including a prospectus (the use "Prospectus"), for the registration of such sales literature and other materials the offering of the Shares under the Securities Act of 1933, as amended (the "Securities Act"). Such registration statement has been approved for use in advance declared effective by the Company Commission. The offering of the shares has also been qualified in all fifty states of the United States, Puerto Rico and all appropriate regulatory agencies (“Supplemental Information”)the District of Columbia. The Dealer Manager will provide the Dealer as many copies of the Prospectus as the Dealer may from time to time reasonably request.

Dealer Manager Agreement. The Dealer Manager has entered into a Dealer Manager Agreement (the "Dealer Manager Agreement") with the Company dated , 2005, in the form attached hereto as Exhibit "A." By Dealer’s your acceptance of this Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in such Agreement between the Company and the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager indemnification provisions contained in such Agreement, including, but not limited to, including the provisions of Section 8.4 4 of the Dealer Manager such Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company or the Dealer Manager or within the meaning of the Company (or their affiliates)Securities Act of 1933, persons acceptable to as amended. Except as otherwise specifically stated herein, all terms used in this Agreement have the Company to purchase the Shares pursuant to the subscription agreement meanings provided in the form attached Dealer Manager Agreement. The Shares are to the Prospectus and in accordance with the terms be offered solely through broker-dealers who are members of the Prospectus orNational Association of Securities Dealers, in Inc. (the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering"NASD"). The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and the Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to Dealer by the Dealer ManagerManager or the Company to supplement the Prospectus ("supplemental information"). The Company has filed with the Securities and Exchange Commission (the "Commission") the Registration Statement, provided that including the use Prospectus, for the registration of such sales literature and other materials the offering of the Shares under the Securities Act of 1933, as amended (the "Securities Act"). Such registration statement has been approved for use in advance declared effective by the Company Commission. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and all appropriate regulatory agencies (“Supplemental Information”)the District of Columbia. The Dealer Manager will provide the Dealer as many copies of the Prospectus as the Dealer may from time to time reasonably request.

Dealer Manager Agreement. The Dealer Manager has entered into an agreement with the Company called the Dealer Manager Agreement dated September 30, 2008, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). The terms of the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim and capitalized terms not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. By Dealer’s your acceptance of this Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of indemnification provisions contained in the Dealer Manager Agreement, including, but not limited to, Section 8.4 including the provisions of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company and the Dealer Manager or within the meaning of the Company Securities Act of 1933, as amended (or their affiliatesthe “Securities Act”). Except as otherwise specifically stated herein, persons acceptable to all terms used in this Agreement have the Company to purchase the Shares pursuant to the subscription agreement meanings provided in the form attached to the Prospectus and in accordance with the terms Dealer Manager Agreement. The Shares are offered solely through broker-dealers who are members of the Prospectus orFinancial Industry Regulatory Authority, in the event of a Follow-On Offering, the prospectus Inc. (a “Follow-On ProspectusFINRA”) and the subscription agreement applicable to such Follow-On Offering). Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by Manager or the Company and all appropriate regulatory agencies to supplement the Prospectus (“Supplemental Informationsupplemental information”).

Dealer Manager Agreement. The Dealer Manager has entered into an agreement with the Company called the Dealer Manager Agreement dated , 2007, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). The terms of the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim and capitalized terms not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. By Dealer’s your acceptance of this Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of indemnification provisions contained in the Dealer Manager Agreement, including, but not limited to, Section 8.4 including the provisions of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company and the Dealer Manager or within the meaning of the Company Securities Act of 1933, as amended (or their affiliatesthe “Securities Act”). Except as otherwise specifically stated herein, persons acceptable to all terms used in this Agreement have the Company to purchase the Shares pursuant to the subscription agreement meanings provided in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On OfferingDealer Manager Agreement. Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus Prospectus; provided, however, that that no offers or sales shall be made in connection with the Offering until [ am/pm (andCDT)] on , in the event of a Follow-On Offering, the applicable Follow-On Prospectus)2007. Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by Manager or the Company and all appropriate regulatory agencies to supplement the Prospectus (“Supplemental Informationsupplemental information”).

Dealer Manager Agreement. The Dealer Manager has entered into an Amended and Restated Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company dated February 8, 2013 in the form attached hereto as Exhibit “A.” By Dealer’s your acceptance of this Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in such Agreement between the Company and the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager indemnification provisions contained in such Agreement, including, but not limited to, including the provisions of Section 8.4 4 of the Dealer Manager such Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company or the Dealer Manager or within the meaning of the Company (or their affiliates)Securities Act of 1933, persons acceptable to as amended. Except as otherwise specifically stated herein, all terms used in this Agreement have the Company to purchase the Shares pursuant to the subscription agreement meanings provided in the form attached Dealer Manager Agreement. The Shares are to the Prospectus and in accordance with the terms be offered solely through broker-dealers who are members of the Prospectus orFinancial Industry Regulatory Authority, in the event of a Follow-On Offering, the prospectus Inc. (a “Follow-On ProspectusFINRA”) and the subscription agreement applicable to such Follow-On Offering). The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and the Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to the Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by Manager or the Company and all appropriate regulatory agencies to supplement the Prospectus (“Supplemental Informationsupplemental information”). The Company has filed with the Securities and Exchange Commission (the “Commission”) the Registration Statement, including the Prospectus, for the registration of the offering of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The Dealer Manager will provide the Dealer as many copies of the Prospectus as the Dealer may from time to time reasonably request.

Dealer Manager Agreement. The Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company dated July 12, 2012 in the form attached hereto as Exhibit “A.” By Dealer’s your acceptance of this Agreement, Dealer you will become one of the “Participating Dealers” Dealers referred to in such Agreement between the Company and the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager indemnification provisions contained in such Agreement, including, but not limited to, including the provisions of Section 8.4 4 of the Dealer Manager such Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicitofficer and director thereof, as an independent contractor and not as each person, if any, who controls the agent of Company or the Dealer Manager or within the meaning of the Company (or their affiliates)Securities Act of 1933, persons acceptable to as amended. Except as otherwise specifically stated herein, all terms used in this Agreement have the Company to purchase the Shares pursuant to the subscription agreement meanings provided in the form attached Dealer Manager Agreement. The Shares are to the Prospectus and in accordance with the terms be offered solely through broker-dealers who are members of the Prospectus orFinancial Industry Regulatory Authority, in the event of a Follow-On Offering, the prospectus Inc. (a “Follow-On ProspectusFINRA”) and the subscription agreement applicable to such Follow-On Offering). The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer Manager, Manager or of the Company, and the Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials information furnished to the Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by Manager or the Company and all appropriate regulatory agencies to supplement the Prospectus (“Supplemental Informationsupplemental information”). The Company has filed with the Securities and Exchange Commission (the “Commission”) the Registration Statement, including the Prospectus, for the registration of the offering of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The Dealer Manager will provide the Dealer as many copies of the Prospectus as the Dealer may from time to time reasonably request.