Common use of Dealer Manager Agreement Clause in Contracts

Dealer Manager Agreement. The Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Industrial Income Advisors LLC, a Delaware limited liability company (the “Advisor”) dated , 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 your acceptance of this Agreement, you will become one of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer 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 the Securities Act. Except as otherwise specifically stated herein, capitalized terms used in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Shares are to be offered solely through broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer 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 and such other printed information furnished to Dealer by the Dealer Manager or the Company to supplement the Prospectus (“supplemental information”). The Company has filed with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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 and Industrial Income Advisors LLC, a Delaware limited liability company (the “Advisor”) dated , 2011, 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 your acceptance of this Agreement, you will become one of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer 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 the Securities Act. Except as otherwise specifically stated herein, capitalized terms used in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Shares are to be offered solely through broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer 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 and such other printed information furnished to Dealer by the Dealer Manager or the Company to supplement the Prospectus (“supplemental information”). The Company has filed with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico States and 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 an agreement with the Company called the Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Industrial Income Advisors LLCdated [ ], a Delaware limited liability company (the “Advisor”) dated 2006, in the form attached hereto as Exhibit “A.” The 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 verbatimverbatim and capitalized terms not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement). By your acceptance of this Agreement, you will become one of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, and will be entitled and subject to the indemnification provisions contained in Section 7 the Dealer Manager Agreement, including the provisions of such the Dealer Manager Agreement wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager, the Advisor Manager and each officer and director thereof, and each person, if any, who controls the Company, Company and the Dealer Manager, or the Advisor Manager within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). Except as otherwise specifically stated herein, capitalized all terms used in this Agreement not otherwise defined herein shall have the meanings given them provided in the Dealer Manager Agreement. The Shares are to be offered solely through broker-dealers who are members of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. (“FINRA”"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. Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer 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 and such other printed information furnished to Dealer by the Dealer Manager or the Company to supplement the Prospectus (“"supplemental information”"). The Company has filed with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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 the Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Industrial Income BCI IV Advisors LLC, a Delaware limited liability company (the “Advisor”) 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 your acceptance of this agreement (the “Agreement”), you will become one of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer 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 the Securities Act of 1933, as amended (the “Securities Act”). Except as otherwise specifically stated herein, capitalized terms used in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Shares are to be offered solely through broker-broker dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus. The Dealer shall indicate on Schedule 1 to this Agreement whether the Dealer has elected to use its best efforts to sell Class T Shares, Class W Shares, and/or Class I Shares. Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer 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 and such other printed information furnished to the Dealer by the Dealer Manager or the Company to supplement the Prospectus (“supplemental information”)Prospectus. The Company has filed with the Securities and Exchange Commission (the “SECCommission”) 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”). Such Registration Statement has been declared effective by the SECCommission. 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. FSEP II Advisor, LLC, a Delaware limited liability company, is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) dealer manager agreement with the Company and Industrial Income Advisors LLCthe Adviser dated July 31, a Delaware limited liability company (the “Advisor”) dated 2014, in the form attached hereto as Exhibit A (the “A.” The terms Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the representations, warranties and covenants contained in the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By your acceptance rights and obligations of this Agreementa Selected Dealer, you will become one including, but not limited to, the provisions of Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Selected Dealers severally agree agrees to indemnify and hold harmless the Company, the Dealer ManagerAdviser, the Advisor Dealer Manager and each officer their respective officers, trustees, employees, members, partners, agents and director thereofrepresentatives, and each person, if any, who controls the Company, the Dealer Manager, or the Advisor such entity within the meaning of Section 15 of the Securities Act of 1933, as 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 specifically stated set forth herein, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Selected Dealer an employee, agent, representative representative, or partner of the Dealer Manager Manager, the Company or of the CompanyAdviser, and the Selected 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 and such any printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company uses printed information furnished to Dealer materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager or the Company to supplement the Prospectus (intended for “supplemental information”). The Company has filed broker-dealer use only,” Selected Dealer shall use such “broker-dealer use only” materials in accordance with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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 requestSection VII below.

Dealer Manager Agreement. Eagle Point Credit Management LLC, a Delaware limited liability company, is the investment adviser of the Fund (the “Adviser”). The Dealer Manager has entered into a Dealer Manager Agreement dealer manager agreement with the Fund dated March 1, 2024 (the “Dealer Manager Agreement”) with the Company and Industrial Income Advisors LLC, a Delaware limited liability company ). Upon effectiveness of this Participating Broker-Dealer Agreement (the this “AdvisorAgreement”) dated pursuant to Section XIV below, you will become one of the Participating Broker-Dealers referred to in the form attached hereto as Exhibit “A.” The terms of Dealer Manager Agreement and will be entitled and subject to the representations, warranties and covenants contained in the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By your acceptance rights and obligations of this Agreementa Participating Broker-Dealer, you will become one including, but not limited to, the provisions of Sections 3.5 and 5.3 regarding suspension of offers and sales of Offered Shares, Section 5.1 regarding solicitation of subscriptions of Offered Shares, Section 5.2 regarding regulatory compliance, Section 6, wherein each of the Dealers referred to in such Dealer Manager Agreement, as well as a thirdParticipating Broker-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Dealers severally agree agrees to indemnify and hold harmless the CompanyFund, the Adviser, the Dealer ManagerManager and their respective officers, the Advisor trustees, directors, employees, members, partners, agents and each officer and director thereofrepresentatives, and each person, if any, who controls the Company, the Dealer Manager, or the Advisor such entity within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 14 regarding submission of subscriptions for Offered Shares, and Section 15 regarding suitability of investors and compliance procedures for offers and sales of Offered Shares. Except as otherwise specifically stated set forth herein, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Participating Broker-Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Participating Broker-Dealer an employee, agent, representative representative, or partner of the Dealer Manager or of the CompanyFund, and the Participating Broker-Dealer is not authorized to act for the Dealer Manager or the Company Fund or to make any representations on their behalf except as set forth in the Prospectus and such any printed sales literature or other materials prepared by the Fund, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Fund in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Fund uses printed information furnished to Dealer materials in connection with the Offering prepared by the Fund, the Adviser or the Dealer Manager or the Company to supplement the Prospectus (intended for “supplemental information”). The Company has filed broker-dealer use only,” Participating Broker-Dealer shall use such “broker-dealer use only” materials in accordance with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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 requestSection VII below.

Dealer Manager Agreement. FS Investment Advisor, LLC, a Delaware limited liability company, is the investment adviser of the Fund (the “Adviser”). The Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) dealer manager agreement with the Company Fund and Industrial Income Advisors LLCthe Adviser dated [__], a Delaware limited liability company (the “Advisor”) dated 2011, in the form attached hereto as Exhibit A (the “A.” The terms Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the representations, warranties and covenants contained in the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By your acceptance rights and obligations of this Agreementa Selected Dealer, you will become one including, but not limited to, the provisions of Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Selected Dealers severally agree agrees to indemnify and hold harmless the CompanyFund, the Adviser, the Dealer ManagerManager and their respective officers, the Advisor directors, employees, members, partners, agents and each officer and director thereofrepresentatives, and each person, if any, who controls the Company, the Dealer Manager, or the Advisor such entity within the meaning of the Securities Act. Except as otherwise specifically stated herein, capitalized terms used in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Shares are to be offered solely through broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer 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 and such other printed information furnished to Dealer by the Dealer Manager or the Company to supplement the Prospectus (“supplemental information”). The Company has filed with the Securities and Exchange Commission (the “SEC”) 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”) or 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. Such Registration Statement has been declared effective by Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the SECmeanings given to them in the Dealer Manager Agreement. The offering Offered Shares are offered solely through broker-dealers who are members in good standing of the Shares has also been qualified in all fifty states of the United StatesFinancial Industry Regulatory Authority, Puerto Rico and 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 requestInc. (“FINRA”).

Dealer Manager Agreement. FS Real Estate Advisor, LLC, a Delaware limited liability company, is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) dealer manager agreement with the Company and Industrial Income Advisors LLCthe Adviser dated [ ], a Delaware limited liability company (the “Advisor”) dated 2017, in the form attached hereto as Exhibit A (the “A.” The terms Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the representations, warranties and covenants contained in the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By your acceptance rights and obligations of this Agreementa Selected Dealer, you will become one including, but not limited to, the provisions of Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Selected Dealers severally agree agrees to indemnify and hold harmless the Company, the Dealer ManagerAdviser, the Advisor Dealer Manager and each officer their respective officers, directors, employees, members, partners, agents and director thereofrepresentatives, and each person, if any, who controls the Company, the Dealer Manager, or the Advisor such entity within the meaning of Section 15 of the Securities Act of 1933, as 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 specifically stated set forth herein, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”)) and other properly licensed financial intermediaries. The A(v)Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Selected Dealer an employee, agent, representative representative, or partner of the Dealer Manager Manager, the Company or of the CompanyAdviser, and the Selected 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 and such any printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company uses printed information furnished to Dealer materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager or the Company to supplement the Prospectus (intended for “supplemental information”). The Company has filed broker-dealer use only,” Selected Dealer shall use such “broker-dealer use only” materials in accordance with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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 requestSection VII below.

Dealer Manager Agreement. The Dealer Manager has entered into a the Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Industrial Income BCI IV Advisors LLC, a Delaware limited liability company (the “Advisor”) dated , 2019, in the form attached hereto as Exhibit “A.B.” The terms of the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By your acceptance of this agreement (the “Agreement”), you will become one of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer 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 the Securities Act of 1933, as amended (the “Securities Act”). Except as otherwise specifically stated herein, capitalized terms used in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Shares are to be offered solely through broker-broker dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus. Nothing The Dealer shall indicate on Schedule 1 to this Agreement whether the Dealer has elected to use its best efforts to sell Class T Shares, Class W Shares, and/or Class I Shares. Except as otherwise specifically stated herein, nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer 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 and such other printed information furnished to the Dealer by the Dealer Manager or the Company to supplement the Prospectus (“supplemental information”)Prospectus. The Company has filed with the Securities and Exchange Commission (the “SECCommission”) 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”). Such Registration Statement has been declared effective by the SECCommission. 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 a Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Industrial Income Advisors LLC, a Delaware limited liability company (the “Advisor”) dated , 2012, 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 your acceptance of this Agreement, you will become one of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer 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 the Securities Act. Except as otherwise specifically stated herein, capitalized terms used in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Shares are to be offered solely through broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer 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 and such other printed information furnished to Dealer by the Dealer Manager or the Company to supplement the Prospectus (“supplemental information”). The Company has filed with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC, 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 States 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 a Dealer Manager Agreement (the “Dealer Manager Agreement”) an agreement with the Company and Industrial Income Advisors LLCthe Operating Partnership called the Dealer Manager Agreement dated June 5, a Delaware limited liability company (the “Advisor”) dated 2007, in the form attached hereto as Exhibit A (the “A.” The terms of the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatimAgreement”). By your acceptance Upon effectiveness of this Participating Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Participating Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, and will be entitled and subject to the indemnification provisions contained in Section 7 the Dealer Manager Agreement, including the provisions of such the Dealer Manager Agreement wherein the Participating Dealers severally agree to indemnify and hold harmless the Company, the Dealer ManagerOperating Partnership, the Advisor Dealer Manager and each officer and director thereof, and each person, if any, who controls the Company, Company and the Dealer Manager, or the Advisor Manager within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise specifically stated set forth herein, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. (“FINRANASD”). The Participating Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Participating Dealer an employee, agent, representative or partner of the Dealer Manager Manager, the Company or of the CompanyOperating Partnership, and the 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 and such other printed information furnished to Dealer by the Dealer Manager or the Company to supplement the Prospectus (“supplemental information”). The Company has filed with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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 requestany Authorized Sales Materials.

Dealer Manager Agreement. The Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Industrial Income Property Advisors LLC, a Delaware limited liability company (the “Advisor”) dated July 16, 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 your acceptance of this Agreement, you will become one of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer 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 the Securities Act of 1933, as amended (the “Securities Act”). Except as otherwise specifically stated herein, capitalized terms used in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Shares are to be offered solely through broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer 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 and such other printed information furnished to the Dealer by the Dealer Manager or the Company to supplement the Prospectus (“supplemental information”). The Company has filed with the Securities and Exchange Commission (the “SECCommission”) 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”). Such Registration Statement has been declared effective by the SECCommission, 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. FSIC IV Advisor, LLC, a Delaware limited liability company, is the investment adviser of the Corporation (the “Adviser”). The Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) second amended and restated dealer manager agreement with the Company Corporation and Industrial Income Advisors LLCthe Adviser dated January 25, a Delaware limited liability company (the “Advisor”) dated 2017, in the form attached hereto as Exhibit A (the “A.” The terms Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the representations, warranties and covenants contained in the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By your acceptance rights and obligations of this Agreementa Selected Dealer, you will become one including, but not limited to, the provisions of Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Selected Dealers severally agree agrees to indemnify and hold harmless the CompanyCorporation, the Adviser, the Dealer ManagerManager and their respective officers, the Advisor directors, employees, members, partners, agents and each officer and director thereofrepresentatives, and each person, if any, who controls the Company, the Dealer Manager, or the Advisor such entity within the meaning of Section 15 of the Securities Act of 1933, as 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 specifically stated set forth herein, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”)) and other properly licensed financial intermediaries. The Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Selected Dealer an employee, agent, representative representative, or partner of the Dealer Manager Manager, the Corporation or of the CompanyAdviser, and the Selected 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 and such any printed sales literature or other materials prepared by the Corporation, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Corporation in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Corporation uses printed information furnished to Dealer materials in connection with the Offering prepared by the Corporation, the Adviser or the Dealer Manager or the Company to supplement the Prospectus (intended for “supplemental information”). The Company has filed broker-dealer use only,” Selected Dealer shall use such “broker-dealer use only” materials in accordance with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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 requestSection VII below.

Dealer Manager Agreement. The Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) dealer manager agreement with the Company and Industrial Income Advisors LLCFund, a Delaware limited liability company (the “Advisor”) dated May 26, 2017, in the form attached hereto as Exhibit A (the “A.” The terms Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”), pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the representations, warranties and covenants contained in the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By your acceptance rights and obligations of this Agreementa Selected Dealer, you will become one including, but not limited to, the provisions of Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Selected Dealers severally agree agrees to indemnify and hold harmless the CompanyFund, the Adviser, the Dealer ManagerManager and their respective officers, the Advisor trustees, managers, employees, members, partners, agents and each officer and director thereofrepresentatives, and each person, if any, who controls the Company, the Dealer Manager, or the Advisor such entity within the meaning of Section 15 of the Securities Act of 1933, as 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 specifically stated set forth herein, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”)) and other properly licensed financial intermediaries. The Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Selected Dealer an employee, agent, representative or partner of the Dealer Manager Manager, the Fund or of the CompanyAdviser, and the Selected Dealer is not authorized to act for the Dealer Manager Manager, the Fund or the Company Adviser or to make any representations on their behalf except as set forth in the Prospectus and such any printed sales literature or other materials that have been approved for use by the Fund in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Fund uses printed information furnished to Dealer materials in connection with the Offering prepared by the Fund, the Adviser or the Dealer Manager that are intended for “broker-dealer use only” or the Company to supplement the Prospectus (“supplemental information”). The Company has filed advisor use only,” Selected Dealer shall use such “broker-dealer use only” and “advisor use only” materials in accordance with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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 requestSection VII below.

Dealer Manager Agreement. The Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) an agreement with the Company and Industrial Income Advisors LLCthe Operating Partnership called the Dealer Manager Agreement dated , a Delaware limited liability company (the “Advisor”) dated 2005, in the form attached hereto as Exhibit A (the “A.” The terms of the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatimAgreement”). By your acceptance of this Participating Dealer Agreement (this “Agreement”), you will become one of the Participating Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, and will be entitled and subject to the indemnification provisions contained in Section 7 the Dealer Manager Agreement, including the provisions of such the Dealer Manager Agreement wherein the Participating Dealers severally agree to indemnify and hold harmless the Company, the Dealer ManagerOperating Partnership, the Advisor Dealer Manager and each officer and director thereof, and each person, if any, who controls the Company, Company and the Dealer Manager, or the Advisor Manager within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise specifically stated set forth herein, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. (“FINRANASD”). The Participating Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Participating Dealer an employee, agent, representative or partner of the Dealer Manager Manager, the Company or of the CompanyOperating Partnership, and the 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 and such other printed information furnished to Dealer by the Dealer Manager or the Company to supplement the Prospectus (“supplemental information”). The Company has filed with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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 requestany Authorized Sales Materials.

Dealer Manager Agreement. The Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Industrial Income Advisors LLC, a Delaware limited liability company (the “Advisor”) dated , 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 your acceptance of this Agreement, you will become one of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager, the Advisor Manager and each officer and director thereof, and each person, if any, who controls the Company, Company or the Dealer Manager, or the Advisor Manager within the meaning of the Securities Act. Except as otherwise specifically stated herein, capitalized terms used in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Shares are to be offered solely through broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer 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 and such other printed information furnished to Dealer by the Dealer Manager or the Company to supplement the Prospectus (“supplemental information”). The Company has filed with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement registration statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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. FS Real Estate Advisor, LLC, a Delaware limited liability company, is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) dealer manager agreement with the Company and Industrial Income Advisors LLCthe Adviser dated September 6, a Delaware limited liability company (the “Advisor”) dated 2017, in the form attached hereto as Exhibit A (the “A.” The terms Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the representations, warranties and covenants contained in the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By your acceptance rights and obligations of this Agreementa Selected Dealer, you will become one including, but not limited to, the provisions of Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Selected Dealers severally agree agrees to indemnify and hold harmless the Company, the Dealer ManagerAdviser, the Advisor Dealer Manager and each officer their respective officers, directors, employees, members, partners, agents and director thereofrepresentatives, and each person, if any, who controls the Company, the Dealer Manager, or the Advisor such entity within the meaning of Section 15 of the Securities Act of 1933, as 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 specifically stated set forth herein, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”)) and other properly licensed financial intermediaries. The A(v)Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Selected Dealer an employee, agent, representative representative, or partner of the Dealer Manager Manager, the Company or of the CompanyAdviser, and the Selected 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 and such any printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company uses printed information furnished to Dealer materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager or the Company to supplement the Prospectus (intended for “supplemental information”). The Company has filed broker-dealer use only,” Selected Dealer shall use such “broker-dealer use only” materials in accordance with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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 requestSection VII below.

Dealer Manager Agreement. The Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Industrial Income Advisors LLCTrust dated April 1, a Delaware limited liability company (the “Advisor”) dated 2024, in the form attached hereto as Exhibit A. Except as otherwise specifically stated herein, all terms used in this Participating Dealer Agreement (this “A.” The terms of Agreement”) have the meanings provided in the Dealer Manager Agreement relating to Agreement. As described in the Dealer are incorporated herein by reference Manager Agreement, the Trust is conducting a continuous private offering (the “Offering”) in accordance with Rule 506(b) of Regulation D under the Securities Act of 1933, as if set forth verbatimamended (the “Securities Act”), of its Class T, Class F-T, Class S, Class F-S, Class D, Class F-D, Class I, Class F-I and/or Class E common shares of beneficial interest (the “Shares”). By your acceptance Upon effectiveness of this Agreement, you will become one of the Participating Broker-Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, and will be entitled and subject to the indemnification provisions representations, warranties and covenants contained in Section 7 of such the Dealer Manager Agreement relating to the rights and obligations of a Participating Broker-Dealer, including, but not limited to, the provisions of Sections 3 regarding suspension of offers and sales of Shares, solicitation of subscriptions of Shares, regulatory compliance, Section 4, wherein each of the Participating Broker-Dealers severally agree agrees to indemnify and hold harmless the CompanyTrust, MSREF Real Estate Advisor, Inc. (the “Adviser”), the Dealer ManagerManager and their respective officers, the Advisor trustees, directors, employees, members, partners, agents and each officer and director thereofrepresentatives, and each person, if any, who controls the Company, the Dealer Manager, or the Advisor such entity within the meaning of Section 15 of the Securities Act. Except , or Section 20 of the Securities Exchange Act of 1934, as otherwise specifically stated hereinamended (the “Exchange Act”), capitalized terms used in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager AgreementSection 14 regarding submission of subscriptions for Shares, and Section 12 regarding suitability of investors and compliance procedures for offers and sales of Shares. The Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Participating Broker-Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the ProspectusPrivate Placement Memorandum. Nothing in this Agreement shall be deemed or construed to make the Participating Broker-Dealer an employee, agent, representative representative, or partner of the Dealer Manager Manager, the Trust or of the CompanyAdviser, and the Participating Broker-Dealer is not authorized to act for the Dealer Manager Manager, the Trust or the Company Adviser or to make any representations on their behalf except as set forth in the Prospectus Private Placement Memorandum and such other the Authorized Sales Materials. In the event that Participating Broker-Dealer uses printed information furnished to Dealer materials in connection with the Offering prepared by the Trust, the Adviser or the Dealer Manager intended for “broker-dealer use only” or the Company to supplement the Prospectus (“supplemental information”). The Company has filed advisor use only,” Participating Broker-Dealer shall use such “broker-dealer use only” or “advisor use only” materials in accordance with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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 requestSection VII below.

Dealer Manager Agreement. Eagle Point Credit Management LLC, a Delaware limited liability company, is the investment adviser of the Fund (the “Adviser”). The Dealer Manager has entered into a Dealer Manager Agreement dealer manager agreement with the Fund dated March 22, 2024 (the “Dealer Manager Agreement”) with the Company and Industrial Income Advisors LLC, a Delaware limited liability company ). Upon effectiveness of this Sales Agreement (the this “AdvisorAgreement”) dated pursuant to Section XIV below, you will become one of the selling agents referred to in the form attached hereto as Exhibit “A.” The terms of Dealer Manager Agreement and will be entitled and subject to the representations, warranties and covenants contained in the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By your acceptance rights and obligations of this Agreementa selling agent, you will become one including, but not limited to, the provisions of Sections 3.5 and 5.3 regarding suspension of offers and sales of Preferred Stock, Section 5.1 regarding solicitation of subscriptions of Preferred Stock, Section 5.2 regarding regulatory compliance, Section 6, wherein each of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Dealers selling agents severally agree agrees to indemnify and hold harmless the CompanyFund, the Adviser, the Dealer ManagerManager and their respective officers, the Advisor trustees, directors, employees, members, partners, agents and each officer and director thereofrepresentatives, and each person, if any, who controls the Company, the Dealer Manager, or the Advisor such entity within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 14 regarding submission of subscriptions for Preferred Stock, and Section 15 regarding suitability of investors and compliance procedures for offers and sales of Preferred Stock. Except as otherwise specifically stated set forth herein, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Shares are to be Preferred Stock is offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Dealer hereby Selling Agent hxxxxx agrees to use its best efforts to sell the Shares Preferred Stock for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Dealer Selling Agent an employee, agent, representative representative, or partner of the Dealer Manager or of the CompanyFund, and the Dealer Selling Agent is not authorized to act for the Dealer Manager or the Company Fund or to make any representations on their behalf except as set forth in the Prospectus and such any printed sales literature or other materials prepared by the Fund, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Fund in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Fund uses printed information furnished to Dealer materials in connection with the Offering prepared by the Fund, the Adviser or the Dealer Manager or the Company to supplement the Prospectus (intended for “supplemental information”). The Company has filed broker-dealer use only,” Selling Agent shall use such “broker-dealer use only” materials in accordance with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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 requestSection VII below.

Dealer Manager Agreement. FSIC II Advisor, LLC, a Delaware limited liability company, is the investment adviser of the Corporation (the “Adviser”). The Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) dealer manager agreement with the Company Corporation and Industrial Income Advisors LLCthe Adviser dated [ ], a Delaware limited liability company (the “Advisor”) dated 2012, in the form attached hereto as Exhibit A (the “A.” The terms Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the representations, warranties and covenants contained in the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By your acceptance rights and obligations of this Agreementa Selected Dealer, you will become one including, but not limited, to the provisions of Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Selected Dealers severally agree agrees to indemnify and hold harmless the CompanyCorporation, the Adviser, the Dealer ManagerManager and their respective officers, the Advisor directors, employees, members, partners, agents and each officer and director thereofrepresentatives, and each person, if any, who controls the Company, the Dealer Manager, or the Advisor such entity within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or 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 specifically stated set forth herein, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Corporation’s Prospectus. Nothing in this Agreement shall be deemed or construed to make the Selected Dealer an employee, agent, representative representative, or partner of the Dealer Manager Manager, the Corporation or of the CompanyAdviser, and the Selected 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 and such any printed sales literature or other materials prepared by the Corporation, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Corporation in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Corporation uses printed information furnished to Dealer materials in connection with the Offering prepared by the Corporation, the Adviser or the Dealer Manager or the Company to supplement the Prospectus (intended for “supplemental information”). The Company has filed broker-dealer use only,” Selected Dealer shall use such “broker-dealer use only” materials in accordance with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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 requestSection VII below.

Dealer Manager Agreement. The Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Industrial Income Advisors LLC, a Delaware limited liability company (the “Advisor”) dated , 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 your acceptance of this Agreement, you will become one of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer 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 the Securities Act. Except as otherwise specifically stated herein, capitalized terms used in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Shares are to be offered solely through broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer 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 and such other printed information furnished to Dealer by the Dealer Manager or the Company to supplement the Prospectus (“supplemental information”). The Company has filed with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico States and 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. Owl Rock Capital Advisors LLC, a Delaware limited liability company, is the investment adviser of the Corporation (the “Adviser”). The Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) dealer manager agreement with the Company Corporation and Industrial Income Advisors LLCthe Adviser dated [•], a Delaware limited liability company (the “Advisor”) dated 2017, in the form attached hereto as Exhibit A (the “A.” The terms Dealer Manager Agreement”). Upon effectiveness of this Participating Broker-Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Participating Broker-Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the representations, warranties and covenants contained in the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By your acceptance rights and obligations of this Agreementa Participating Broker-Dealer, you will become one including, but not limited to, the provisions of Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Dealers referred to in such Dealer Manager Agreement, as well as a thirdParticipating Broker-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Dealers severally agree agrees to indemnify and hold harmless the CompanyCorporation, the Adviser, the Dealer ManagerManager and their respective officers, the Advisor directors, employees, members, partners, agents and each officer and director thereofrepresentatives, and each person, if any, who controls the Company, the Dealer Manager, or the Advisor such entity within the meaning of Section 15 of the Securities Act of 1933, as 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 specifically stated set forth herein, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Participating Broker-Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Participating Broker-Dealer an employee, agent, representative representative, or partner of the Dealer Manager Manager, the Corporation or of the CompanyAdviser, and the 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 and such any printed sales literature or other materials prepared by the Corporation, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Corporation in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Corporation uses printed information furnished to Dealer materials in connection with the Offering prepared by the Corporation, the Adviser or the Dealer Manager or the Company to supplement the Prospectus intended for “broker-dealer use only,” Participating Broker-Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below. Exhibit (“supplemental information”h)(2). The Company has filed with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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”) second amended and restated dealer manager agreement with the Company and Industrial Income Advisors LLCFund, a Delaware limited liability company (the “Advisor”) dated October 21, 2016, in the form attached hereto as Exhibit A (the “A.” The terms Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”), pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the representations, warranties and covenants contained in the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By your acceptance rights and obligations of this Agreementa Selected Dealer, you will become one including, but not limited to, the provisions of Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Selected Dealers severally agree agrees to indemnify and hold harmless the CompanyFund, the Adviser, the Dealer ManagerManager and their respective officers, the Advisor trustees, managers, employees, members, partners, agents and each officer and director thereofrepresentatives, and each person, if any, who controls the Company, the Dealer Manager, or the Advisor such entity within the meaning of Section 15 of the Securities Act of 1933, as 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 specifically stated set forth herein, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”)) and other properly licensed financial intermediaries. The Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Selected Dealer an employee, agent, representative or partner of the Dealer Manager Manager, the Fund or of the CompanyAdviser, and the Selected Dealer is not authorized to act for the Dealer Manager Manager, the Fund or the Company Adviser or to make any representations on their behalf except as set forth in the Prospectus and such any printed sales literature or other materials that have been approved for use by the Fund in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Fund uses printed information furnished to Dealer materials in connection with the Offering prepared by the Fund, the Adviser or the Dealer Manager that are intended for “broker-dealer use only” or the Company to supplement the Prospectus (“supplemental information”). The Company has filed advisor use only,” Selected Dealer shall use such “broker-dealer use only” and “advisor use only” materials in accordance with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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 requestSection VII below.

Dealer Manager Agreement. The Dealer Manager has entered into a Dealer Manager Agreement with the Partnership dated September 29, 2023 (the “Dealer Manager Agreement”). Except as otherwise specifically stated herein, all terms used in this Selected Dealer Agreement (this “Agreement”) with have the Company and Industrial Income Advisors LLCmeanings provided in the Dealer Manager Agreement. As described in the Dealer Manager Agreement, a Delaware limited liability company the Partnership is conducting an ongoing private placement offering (the “AdvisorOffering”) dated in accordance with Rule 506(b) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), which may consist of Class S Units, Class D Units and/or Class I Units. For the avoidance of doubt, any reference to Class S Units, Class D Units, and/or Class I Units shall include each of the Fund’s Class S Units, Class D Units and/or Class I Units and the Feeder’s Class STE Units, Class DTE Units, and/or Class ITE Units. The differences between the classes of Units and the eligibility requirements for each class of Units are described in detail in the form attached hereto Memorandum (as Exhibit “A.” defined herein). The Units are to be offered and sold as described in the Memorandum. Under the terms of the Offering, as set forth in the confidential Private Placement Memorandum, dated as of September 2023 (including any supplements and amendments thereto, all financial statements, appendices, and all other documents which are a part thereof) (the “Memorandum”), the Units will be offered and sold at the offering prices per Unit set forth in the Memorandum. In connection with the Offering, the minimum initial subscription amount by any one person shall be as set forth in the Memorandum (except as otherwise accepted by the Dealer Manager Agreement relating pursuant to the Dealer are incorporated herein by reference as if set forth verbatimits discretion to accept lesser amounts). By your acceptance of this Agreement, you will become one of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, between the Partnership and the Dealer Manager and will be entitled and subject to the indemnification provisions contained in the Dealer Manager Agreement, including the provisions of Section 7 5 of such the Dealer Manager Agreement wherein the Dealers severally agree to indemnify and hold harmless the CompanyPartnership, the Dealer Manager, the Advisor Manager and each officer and director thereof, and each person, if any, who controls the Company, Partnership or the Dealer Manager, or the Advisor Manager within the meaning of the Securities Act. Except as otherwise specifically stated herein, capitalized terms used in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Shares are to be offered solely through broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Dealer hereby agrees to use its best efforts to sell the Shares Units for cash on the terms and conditions stated in the ProspectusMemorandum. Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer Manager Manager, the Partnership or any of the Companytheir respective affiliates, and the Dealer is not authorized to act for the Dealer Manager Manager, the Partnership or the Company any of their respective affiliates, or to make any representations on their behalf except as set forth in the Prospectus Memorandum and such other printed information furnished to Dealer by in the Dealer Manager or the Company to supplement the Prospectus Authorized Sales Materials (“supplemental information”as defined below). The Company has filed with Dealer acknowledges and agrees that none of the Securities and Exchange Commission Dealer Manager, the Partnership or any of their respective affiliates are: (the a) providing any advice or recommendations to any persons who purchase and/or hold Units through Dealer pursuant to this Agreement (“SECInvestor”); (b) the Registration Statementproviding any custody services to any person, including the Prospectus, any customers or clients of Dealer; and/or (c) acting as broker of record for the registration of the offering of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and the District of Columbia. The any persons who purchase and/or hold Units through Dealer Manager will provide the Dealer as many copies of the Prospectus as the Dealer may from time pursuant to time reasonably requestthis Agreement.

Dealer Manager Agreement. The Upon effectiveness of this Participating Broker-Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) with pursuant to Section XIV below, you will become one of the Company and Industrial Income Advisors LLC, a Delaware limited liability company (the “Advisor”) dated , Participating Broker-Dealers referred to in the form attached hereto as Exhibit “A.” The terms of Dealer Manager Agreement and will be entitled and subject to the representations, warranties and covenants contained in the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By your acceptance rights and obligations of this Agreementa Participating Broker-Dealer, you will become one including, but not limited to, the provisions of Sections 2.5 and 4.4 regarding suspension of offers and sales of Shares, Section 4.1 regarding solicitation of subscriptions of Shares, Section 4.3 regarding regulatory compliance, Section 5, wherein each of the Dealers referred to in such Dealer Manager Agreement, as well as a thirdParticipating Broker-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Dealers severally agree agrees to indemnify and hold harmless the CompanyTrust, the Adviser, the Dealer ManagerManager and their respective officers, the Advisor directors, employees, members, partners, agents and each officer and director thereofrepresentatives, and each person, if any, who controls the Company, the Dealer Manager, or the Advisor such entity within the meaning of Section 15 of the Securities Act of 1933, as 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 Shares, and Section 14 regarding suitability of investors and compliance procedures for offers and sales of Shares. Except as otherwise specifically stated set forth herein, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Participating Broker-Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the ProspectusPrivate Placement Memorandum. Nothing in this Agreement shall be deemed or construed to make the Participating Broker-Dealer an employee, agent, representative representative, or partner of the Dealer Manager Manager, the Trust or of the CompanyAdviser, and the Participating Broker-Dealer is not authorized to act for the Dealer Manager Manager, the Trust or the Company Adviser or to make any representations on their behalf except as set forth in the Prospectus Private Placement Memorandum and such any printed sales literature or other materials prepared by the Trust, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Trust in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that Participating Broker-Dealer uses printed information furnished to Dealer materials in connection with the Offering prepared by the Trust, the Adviser or the Dealer Manager or the Company to supplement the Prospectus (intended for “supplemental information”). The Company has filed broker-dealer use only,” Participating Broker-Dealer shall use such “broker-dealer use only” materials in accordance with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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 requestSection VII below.

Dealer Manager Agreement. Owl Rock Capital Advisors LLC, a Delaware limited liability company, is the investment adviser of the Corporation (the “Adviser”). The Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) dealer manager agreement with the Company Corporation and Industrial Income Advisors LLCthe Adviser dated [•], a Delaware limited liability company (the “Advisor”) dated 2016, in the form attached hereto as Exhibit A (the “A.” The terms Dealer Manager Agreement”). Upon effectiveness of this Participating Broker-Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Participating Broker-Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the representations, warranties and covenants contained in the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By your acceptance rights and obligations of this Agreementa Participating Broker-Dealer, you will become one including, but not limited to, the provisions of Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Dealers referred to in such Dealer Manager Agreement, as well as a thirdParticipating Broker-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Dealers severally agree agrees to indemnify and hold harmless the CompanyCorporation, the Adviser, the Dealer ManagerManager and their respective officers, the Advisor directors, employees, members, partners, agents and each officer and director thereofrepresentatives, and each person, if any, who controls the Company, the Dealer Manager, or the Advisor such entity within the meaning of Section 15 of the Securities Act of 1933, as 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 specifically stated set forth herein, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Participating Broker-Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Participating Broker-Dealer an employee, agent, representative representative, or partner of the Dealer Manager Manager, the Corporation or of the CompanyAdviser, and the 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 and such any printed sales literature or other materials prepared by the Corporation, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Corporation in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Corporation uses printed information furnished to Dealer materials in connection with the Offering prepared by the Corporation, the Adviser or the Dealer Manager or the Company to supplement the Prospectus (intended for “supplemental information”). The Company has filed broker-dealer use only,” Participating Broker-Dealer shall use such “broker-dealer use only” materials in accordance with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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 requestSection VII below.

Dealer Manager Agreement. The Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Industrial Income Property Advisors LLC, a Delaware limited liability company (the “Advisor”) dated , 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 your acceptance of this Agreement, you will become one of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager, the Advisor Manager and each officer and director thereof, and each person, if any, who controls the Company, Company or the Dealer Manager, or the Advisor Manager within the meaning of the Securities Act. Except as otherwise specifically stated herein, capitalized terms used in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Shares are to be offered solely through broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer 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 and such other printed information furnished to Dealer by the Dealer Manager or the Company to supplement the Prospectus (“supplemental information”). The Company has filed with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement registration statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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 an agreement with the Company called the Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Industrial Income Advisors LLCdated ________________, a Delaware limited liability company (the “Advisor”) dated 2005, in the form attached hereto as Exhibit A (the “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 verbatimverbatim and capitalized terms not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement). By your acceptance of this Agreement, you will become one of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, and will be entitled and subject to the indemnification provisions contained in Section 7 the Dealer Manager Agreement, including the provisions of such the Dealer Manager Agreement wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager, the Advisor Manager and each officer and director thereof, and each person, if any, who controls the Company, Company and the Dealer Manager, or the Advisor Manager within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). Except as otherwise specifically stated herein, capitalized all terms used in this Agreement not otherwise defined herein shall have the meanings given them provided in the Dealer Manager Agreement. The Shares are to be offered solely through broker-dealers who are members of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. (“FINRANASD”). The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer 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 and such other printed information furnished to Dealer by the Dealer Manager or the Company to supplement the Prospectus (“supplemental information”). The Company has filed with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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. Eagle Point Credit Management LLC, a Delaware limited liability company, is the investment adviser of the Fund (the “Adviser”). The Dealer Manager has entered into a Dealer Manager Agreement dealer manager agreement with the Fund dated [•] (the “Dealer Manager Agreement”) with the Company and Industrial Income Advisors LLC, a Delaware limited liability company ). Upon effectiveness of this Participating Broker-Dealer Agreement (the this “AdvisorAgreement”) dated pursuant to Section XIV below, you will become one of the Participating Broker-Dealers referred to in the form attached hereto as Exhibit “A.” The terms of Dealer Manager Agreement and will be entitled and subject to the representations, warranties and covenants contained in the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By your acceptance rights and obligations of this Agreementa Participating Broker-Dealer, you will become one including, but not limited to, the provisions of Sections 3.5 and 5.3 regarding suspension of offers and sales of Offered Shares, Section 5.1 regarding solicitation of subscriptions of Offered Shares, Section 5.2 regarding regulatory compliance, Section 6, wherein each of the Dealers referred to in such Dealer Manager Agreement, as well as a thirdParticipating Broker-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Dealers severally agree agrees to indemnify and hold harmless the CompanyFund, the Adviser, the Dealer ManagerManager and their respective officers, the Advisor trustees, directors, employees, members, partners, agents and each officer and director thereofrepresentatives, and each person, if any, who controls the Company, the Dealer Manager, or the Advisor such entity within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 14 regarding submission of subscriptions for Offered Shares, and Section 15 regarding suitability of investors and compliance procedures for offers and sales of Offered Shares. Except as otherwise specifically stated set forth herein, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Participating Broker-Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Participating Broker-Dealer an employee, agent, representative representative, or partner of the Dealer Manager or of the CompanyFund, and the Participating Broker-Dealer is not authorized to act for the Dealer Manager or the Company Fund or to make any representations on their behalf except as set forth in the Prospectus and such any printed sales literature or other materials prepared by the Fund, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Fund in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Fund uses printed information furnished to Dealer materials in connection with the Offering prepared by the Fund, the Adviser or the Dealer Manager or the Company to supplement the Prospectus (intended for “supplemental information”). The Company has filed broker-dealer use only,” Participating Broker-Dealer shall use such “broker-dealer use only” materials in accordance with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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 requestSection VII below.

Dealer Manager Agreement. The Dealer Manager has entered into a the Second Amended and Restated Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Industrial Income BCI IV Advisors LLC, a Delaware limited liability company (the “Advisor”) dated July 1, 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 your acceptance of this agreement (the “Agreement”), you will become one of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer 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 the Securities Act of 1933, as amended (the “Securities Act”). Except as otherwise specifically stated herein, capitalized terms used in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Shares are to be offered solely through broker-broker dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus. The Dealer shall indicate on Schedule 1 to this Agreement whether the Dealer has elected to use its best efforts to sell Class T Shares, Class W Shares, and/or Class I Shares. Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer 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 and such other printed information furnished to the Dealer by the Dealer Manager or the Company to supplement the Prospectus (“supplemental information”)Prospectus. The Company has filed with the Securities and Exchange Commission (the “SECCommission”) 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”). Such Registration Statement has been declared effective by the SECCommission. 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 a Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Industrial Income Advisors LLCTrust dated [ ], a Delaware limited liability company (the “Advisor”) dated 2023, in the form attached hereto as Exhibit A. Except as otherwise specifically stated herein, all terms used in this Participating Dealer Agreement (this “A.” The terms Agreement”) have the meanings provided in the Dealer Manager Agreement. As described in the Dealer Manager Agreement, the Trust is conducting a continuous private offering (the “Offering”) in accordance with Rule 506(b) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), of its Class T, Class F-T, Class S, Class F-S, Class D, Class F-D, Class I, Class F-I and/or Class E common shares of beneficial interest (the “Shares”). Upon effectiveness of this Agreement pursuant to Section XIV below, you will become one of the Participating Broker-Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the representations, warranties and covenants contained in the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By your acceptance rights and obligations of this Agreementa Participating Broker-Dealer, you will become one including, but not limited to, the provisions of Sections 3 regarding suspension of offers and sales of Shares, solicitation of subscriptions of Shares, regulatory compliance, Section 4, wherein each of the Dealers referred to in such Dealer Manager Agreement, as well as a thirdParticipating Broker-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Dealers severally agree agrees to indemnify and hold harmless the CompanyTrust, MSREF Real Estate Advisor, Inc. (the “Adviser”), the Dealer ManagerManager and their respective officers, the Advisor trustees, directors, employees, members, partners, agents and each officer and director thereofrepresentatives, and each person, if any, who controls the Company, the Dealer Manager, or the Advisor such entity within the meaning of Section 15 of the Securities Act. Except , or Section 20 of the Securities Exchange Act of 1934, as otherwise specifically stated hereinamended (the “Exchange Act”), capitalized terms used in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager AgreementSection 14 regarding submission of subscriptions for Shares, and Section 12 regarding suitability of investors and compliance procedures for offers and sales of Shares. The Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Participating Broker-Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the ProspectusPrivate Placement Memorandum. Nothing in this Agreement shall be deemed or construed to make the Participating Broker-Dealer an employee, agent, representative representative, or partner of the Dealer Manager Manager, the Trust or of the CompanyAdviser, and the Participating Broker-Dealer is not authorized to act for the Dealer Manager Manager, the Trust or the Company Adviser or to make any representations on their behalf except as set forth in the Prospectus Private Placement Memorandum and such other the Authorized Sales Materials. In the event that Participating Broker-Dealer uses printed information furnished to Dealer materials in connection with the Offering prepared by the Trust, the Adviser or the Dealer Manager intended for “broker-dealer use only” or the Company to supplement the Prospectus (“supplemental information”). The Company has filed advisor use only,” Participating Broker-Dealer shall use such “broker-dealer use only” or “advisor use only” materials in accordance with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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 requestSection VII below.

Dealer Manager Agreement. FSIC II Advisor, LLC, a Delaware limited liability company, is the investment adviser of the Corporation (the “Adviser”). The Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) dealer manager agreement with the Company Corporation and Industrial Income Advisors LLCthe Adviser dated February 8, a Delaware limited liability company (the “Advisor”) dated 2012, in the form attached hereto as Exhibit A (the “A.” The terms Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the representations, warranties and covenants contained in the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By your acceptance rights and obligations of this Agreementa Selected Dealer, you will become one including, but not limited, to the provisions of Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Selected Dealers severally agree agrees to indemnify and hold harmless the CompanyCorporation, the Adviser, the Dealer ManagerManager and their respective officers, the Advisor directors, employees, members, partners, agents and each officer and director thereofrepresentatives, and each person, if any, who controls the Company, the Dealer Manager, or the Advisor such entity within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or 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 specifically stated set forth herein, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Corporation’s Prospectus. Nothing in this Agreement shall be deemed or construed to make the Selected Dealer an employee, agent, representative representative, or partner of the Dealer Manager Manager, the Corporation or of the CompanyAdviser, and the Selected 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 and such any printed sales literature or other materials prepared by the Corporation, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Corporation in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Corporation uses printed information furnished to Dealer materials in connection with the Offering prepared by the Corporation, the Adviser or the Dealer Manager or the Company to supplement the Prospectus (intended for “supplemental information”). The Company has filed broker-dealer use only,” Selected Dealer shall use such “broker-dealer use only” materials in accordance with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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 requestSection VII below.

Dealer Manager Agreement. Owl Rock Capital Advisors LLC, a Delaware limited liability company, is the investment adviser of the Corporation (the “Adviser”). The Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) dealer manager agreement with the Company Corporation and Industrial Income Advisors LLC, a Delaware limited liability company (the “Advisor”) Adviser dated [ · ], in the form attached hereto as Exhibit A (the “A.” The terms Dealer Manager Agreement”). Upon effectiveness of this Participating Broker-Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Participating Broker-Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the representations, warranties and covenants contained in the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By your acceptance rights and obligations of this Agreementa Participating Broker-Dealer, you will become one including, but not limited to, the provisions of Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Dealers referred to in such Dealer Manager Agreement, as well as a thirdParticipating Broker-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Dealers severally agree agrees to indemnify and hold harmless the CompanyCorporation, the Adviser, the Dealer ManagerManager and their respective officers, the Advisor directors, employees, members, partners, agents and each officer and director thereofrepresentatives, and each person, if any, who controls the Company, the Dealer Manager, or the Advisor such entity within the meaning of Section 15 of the Securities Act of 1933, as 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 specifically stated set forth herein, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Participating Broker-Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Participating Broker-Dealer an employee, agent, representative representative, or partner of the Dealer Manager Manager, the Corporation or of the CompanyAdviser, and the 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 and such any printed sales literature or other materials prepared by the Corporation, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Corporation in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Corporation uses printed information furnished to Dealer materials in connection with the Offering prepared by the Corporation, the Adviser or the Dealer Manager or the Company to supplement the Prospectus (intended for “supplemental information”). The Company has filed broker-dealer use only,” Participating Broker-Dealer shall use such “broker-dealer use only” materials in accordance with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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 requestSection VII below.

Dealer Manager Agreement. FSEP II Advisor, LLC, a Delaware limited liability company, is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) dealer manager agreement with the Company and Industrial Income Advisors LLCthe Adviser dated [ ], a Delaware limited liability company (the “Advisor”) dated 2014, in the form attached hereto as Exhibit A (the “A.” The terms Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the representations, warranties and covenants contained in the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By your acceptance rights and obligations of this Agreementa Selected Dealer, you will become one including, but not limited, to the provisions of Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Selected Dealers severally agree agrees to indemnify and hold harmless the Company, the Dealer ManagerAdviser, the Advisor Dealer Manager and each officer their respective officers, trustees, employees, members, partners, agents and director thereofrepresentatives, and each person, if any, who controls the Company, the Dealer Manager, or the Advisor such entity within the meaning of Section 15 of the Securities Act of 1933, as 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 specifically stated set forth herein, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Selected Dealer an employee, agent, representative representative, or partner of the Dealer Manager Manager, the Company or of the CompanyAdviser, and the Selected 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 and such any printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company uses printed information furnished to Dealer materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager or the Company to supplement the Prospectus (intended for “supplemental information”). The Company has filed broker-dealer use only,” Selected Dealer shall use such “broker-dealer use only” materials in accordance with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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 requestSection VII below.

Dealer Manager Agreement. Prospect Flexible Income Management, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a Dealer Manager Agreement dealer manager agreement with the Company in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”) with the Company and Industrial Income Advisors LLC, a Delaware limited liability company ). Upon effectiveness of this Participating Dealer Agreement (the this “AdvisorAgreement”) dated , in the form attached hereto as Exhibit “A.” The terms of the Dealer Manager Agreement relating pursuant to the Dealer are incorporated herein by reference as if set forth verbatim. By your acceptance of this AgreementSection XII below, you will become one of the Participating Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, and will be entitled and subject to the indemnification provisions contained in Section 7 the Dealer Manager Agreement, including the provisions of such the Dealer Manager Agreement wherein each of the Participating Dealers severally agree agrees to indemnify and hold harmless the Company, the Dealer ManagerManager and their respective officers and directors, including any persons named in any of the Advisor and Registration Statements with his consent to become a director), each officer and director thereof, person who has signed the Registration Statement and each person, if any, who controls the Company, the Dealer Manager, or the Advisor such entity within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise specifically stated set forth herein, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”). The Participating Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make the Participating Dealer an employee, agent, representative or representative, partner of the Dealer Manager Manager, the Company or of the CompanyAdviser, and the 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 and such any printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company uses printed information furnished to Dealer materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager or the Company to supplement the Prospectus (intended for “supplemental information”). The Company has filed broker-dealer use only,” Participating Dealer shall use such “broker-dealer use only” materials in accordance with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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 requestSection V below.

Dealer Manager Agreement. The Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Industrial Income Advisors LLCThe Prime Group, a Delaware limited liability company an Illinois corporation (the “Advisor”) dated , 2009, in the form attached hereto as Exhibit “A.” A. The terms of the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By your acceptance of this agreement (the “Agreement”), you will become one of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof15 of the Dealer Manager Agreement, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 8 of such the Dealer Manager Agreement wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager, the Advisor Manager and each officer and director thereof, and each person, if any, who controls the Company, the Dealer Manager, Advisor or the Advisor Dealer Manager within the meaning of the Securities Act. Except as otherwise specifically stated herein, capitalized terms used in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Shares are to be offered solely through broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer Manager or of the Company, and the Dealer is not authorized to act for the Dealer Manager Manager, the Advisor or the Company or to make any representations on their behalf except as set forth in the Prospectus and such other printed information any Supplemental Information furnished to Dealer by the Dealer Manager or the Company to supplement the Prospectus (“supplemental information”as defined below). The Company has filed with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement registration statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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 Dealer-Manager has and the Company have entered into a Dealer that certain Dealer-Manager Agreement (the “Dealer Manager Agreement”) with the Company and Industrial Income Advisors LLCdated September 15, 2005, a Delaware limited liability company (the “Advisor”) dated , in the form attached hereto as Exhibit “A.” The terms copy of the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatimwhich is provided herewith. By your execution and acceptance of this Agreement, you will become one of the Broker/Dealers referred to in such Dealer the Dealer-Manager Agreement and hereby make, as to yourself, the representations and warranties contained in Section 2, the covenants contained in Section 4, and the indemnity agreements contained in Section 6.3 of the Dealer-Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, and otherwise will be entitled to and subject to the indemnification provisions contained in Section 7 of such Dealer the Dealer-Manager Agreement Agreement, including the provisions wherein the Broker/Dealers severally agree to indemnify and hold harmless the Company, the Dealer Managerits sponsor, its manager, the Advisor Dealer-Manager and each officer and director (and any person holding an equivalent position) thereof, and each person, if any, who controls the Company, Company and the Dealer Manager, or the Advisor Dealer-Manager within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise specifically stated herein, capitalized all terms used in this Agreement not otherwise defined herein shall have the meanings given them provided in the Dealer Dealer-Manager Agreement. The Shares are to be offered solely through broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Broker/Dealer hereby agrees to use its best efforts to sell the Shares on a confidential private placement basis only to “accredited investors,” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act, for cash on in accordance with the terms of the Confidential Private Placement Memorandum of the Company, which is comprised of the Confidential Private Placement Circular, together with the Confidential Supplemental Disclosure Memorandum, each dated September 15, 2005 (and conditions stated in as same may have been amended or supplemented through the Prospectusdate hereof, the “Offering Memorandum”). Nothing in this Agreement shall be deemed or construed to make the Broker/Dealer an employee, agent, representative or partner of the Dealer Dealer-Manager or of the Company, and the Broker/Dealer is not authorized to act for the Dealer Dealer-Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus Offering Memorandum and such other printed information furnished to Broker/Dealer by the Dealer Dealer-Manager or the Company to supplement the Prospectus Offering Memorandum (“supplemental informationSupplemental Information”). The Company has filed with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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 Upon effectiveness of this Participating Broker-Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) with pursuant to Section XIV below, you will become one of the Company and Industrial Income Advisors LLC, a Delaware limited liability company (the “Advisor”) dated , Participating Broker-Dealers referred to in the form attached hereto as Exhibit “A.” The terms of Dealer Manager Agreement and will be entitled and subject to the representations, warranties and covenants contained in the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By your acceptance rights and obligations of this Agreementa Participating Broker-Dealer, you will become one including, but not limited to, the provisions of Sections 2.5 and 4.4 regarding suspension of offers and sales of Shares, Section 4.1 regarding solicitation of subscriptions of Shares, Section 4.3 regarding regulatory compliance, Section 5, wherein each of the Dealers referred to in such Dealer Manager Agreement, as well as a thirdParticipating Broker-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Dealers severally agree agrees to indemnify and hold harmless the CompanyTrust, the Adviser, the Dealer ManagerManager and their respective officers, the Advisor directors, employees, members, partners, agents and each officer and director thereofrepresentatives, and each person, if any, who controls the Company, the Dealer Manager, or the Advisor such entity within the meaning of Section 15 of 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 Shares, and Section 14 regarding suitability of investors and compliance procedures for offers and sales of Shares. Except as otherwise specifically stated set forth herein, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Participating Broker-Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the ProspectusPrivate Placement Memorandum. Nothing in this Agreement shall be deemed or construed to make the Participating Broker-Dealer an employee, agent, representative representative, or partner of the Dealer Manager Manager, the Trust or of the CompanyAdviser, and the Participating Broker-Dealer is not authorized to act for the Dealer Manager Manager, the Trust or the Company Adviser or to make any representations on their behalf except as set forth in the Prospectus Private Placement Memorandum and such any printed sales literature or other materials prepared by the Trust, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Trust in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that Participating Broker-Dealer uses printed information furnished to Dealer materials in connection with the Offering prepared by the Trust, the Adviser or the Dealer Manager or the Company to supplement the Prospectus (intended for “supplemental information”)broker-dealer use only,” Participating Broker-Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below. The Company has filed with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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.LEGAL02/43103834v6

Dealer Manager Agreement. The Dealer Manager has entered into a Upon effectiveness of this Agreement pursuant to Section XIV below, you will become one of the Participating Broker-Dealers referred to in the Dealer Manager Agreement (and will be entitled and subject to the “Dealer Manager Agreement”) with the Company representations, warranties and Industrial Income Advisors LLC, a Delaware limited liability company (the “Advisor”) dated , covenants contained 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 your acceptance rights and obligations of this Agreementa Participating Broker-Dealer, you will become one including, but not limited to, the provisions of Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Dealers referred to in such Dealer Manager Agreement, as well as a thirdParticipating Broker-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Dealers severally agree agrees to indemnify and hold harmless the CompanyCorporation, the Adviser, the Dealer ManagerManager and their respective officers, the Advisor directors, employees, members, partners, agents and each officer and director thereofrepresentatives, and each person, if any, who controls the Company, the Dealer Manager, or the Advisor such entity within the meaning of Section 15 of the Securities Act of 1933, as 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 specifically stated set forth herein, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Participating Broker-Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Participating Broker-Dealer an employee, agent, representative representative, or partner of the Dealer Manager Manager, the Corporation or of the CompanyAdviser, and the 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 and such any printed sales literature or other materials prepared by the Corporation, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Corporation in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Corporation uses printed information furnished to Dealer materials in connection with the Offering prepared by the Corporation, the Adviser or the Dealer Manager or the Company to supplement the Prospectus (intended for “supplemental information”). The Company has filed broker-dealer use only,” Participating Broker-Dealer shall use such “broker-dealer use only” materials in accordance with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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 requestSection VII below.

Dealer Manager Agreement. The Dealer Manager has entered into a the Second Amended and Restated Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Industrial Income BCI IV Advisors LLC, a Delaware limited liability company (the “Advisor”) dated [ • ], 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 your acceptance of this agreement (the “Agreement”), you will become one of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer 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 the Securities Act of 1933, as amended (the “Securities Act”). Except as otherwise specifically stated herein, capitalized terms used in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Shares are to be offered solely through broker-broker dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus. The Dealer shall indicate on Schedule 1 to this Agreement whether the Dealer has elected to use its best efforts to sell Class T Shares, Class W Shares, and/or Class I Shares. Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer 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 and such other printed information furnished to the Dealer by the Dealer Manager or the Company to supplement the Prospectus (“supplemental information”)Prospectus. The Company has filed with the Securities and Exchange Commission (the “SECCommission”) 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”). Such Registration Statement has been declared effective by the SECCommission. 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. FS Investment Advisor, LLC, a Delaware limited liability company, is the investment adviser of the Fund (the “Adviser”). The Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) dealer manager agreement with the Company Fund and Industrial Income Advisors LLCthe Adviser dated April 28, a Delaware limited liability company (the “Advisor”) dated 2011, in the form attached hereto as Exhibit A (the “A.” The terms Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the representations, warranties and covenants contained in the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By your acceptance rights and obligations of this Agreementa Selected Dealer, you will become one including, but not limited to, the provisions of Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Selected Dealers severally agree agrees to indemnify and hold harmless the CompanyFund, the Adviser, the Dealer ManagerManager and their respective officers, the Advisor directors, employees, members, partners, agents and each officer and director thereofrepresentatives, and each person, if any, who controls the Company, the Dealer Manager, or the Advisor such entity within the meaning of the Securities Act. Except as otherwise specifically stated herein, capitalized terms used in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Shares are to be offered solely through broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer 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 and such other printed information furnished to Dealer by the Dealer Manager or the Company to supplement the Prospectus (“supplemental information”). The Company has filed with the Securities and Exchange Commission (the “SEC”) 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”) or 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. Such Registration Statement has been declared effective by Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the SECmeanings given to them in the Dealer Manager Agreement. The offering Offered Shares are offered solely through broker-dealers who are members in good standing of the Shares has also been qualified in all fifty states of the United StatesFinancial Industry Regulatory Authority, Puerto Rico and 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 requestInc. (“FINRA”).

Dealer Manager Agreement. Owl Rock Capital Advisors LLC, a Delaware limited liability company, is the investment adviser of the Corporation (the “Adviser”). The Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) dealer manager agreement with the Company Corporation and Industrial Income Advisors LLCthe Adviser dated [•], a Delaware limited liability company (the “Advisor”) dated 2017, in the form attached hereto as Exhibit A (the “A.” The terms Dealer Manager Agreement”). Upon effectiveness of this Participating Broker-Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Participating Broker-Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the representations, warranties and covenants contained in the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By your acceptance rights and obligations of this Agreementa Participating Broker-Dealer, you will become one including, but not limited to, the provisions of Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Dealers referred to in such Dealer Manager Agreement, as well as a thirdParticipating Broker-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Dealers severally agree agrees to indemnify and hold harmless the CompanyCorporation, the Adviser, the Dealer ManagerManager and their respective officers, the Advisor directors, employees, members, partners, agents and each officer and director thereofrepresentatives, and each person, if any, who controls the Company, the Dealer Manager, or the Advisor such entity within the meaning of Section 15 of the Securities Act of 1933, as 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 specifically stated set forth herein, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Participating Broker-Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Participating Broker-Dealer an employee, agent, representative representative, or partner of the Dealer Manager Manager, the Corporation or of the CompanyAdviser, and the 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 and such any printed sales literature or other materials prepared by the Corporation, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Corporation in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Corporation uses printed information furnished to Dealer materials in connection with the Offering prepared by the Corporation, the Adviser or the Dealer Manager or the Company to supplement the Prospectus (intended for “supplemental information”). The Company has filed broker-dealer use only,” Participating Broker-Dealer shall use such “broker-dealer use only” materials in accordance with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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 requestSection VII below.

Dealer Manager Agreement. The Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) third amended and restated dealer manager agreement with the Company and Industrial Income Advisors LLCFund, a Delaware limited liability company (the “Advisor”) dated [●], 2017, in the form attached hereto as Exhibit A (the “A.” The terms Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”), pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the representations, warranties and covenants contained in the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By your acceptance rights and obligations of this Agreementa Selected Dealer, you will become one including, but not limited to, the provisions of Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in Section 7 of such Dealer Manager Agreement wherein the Selected Dealers severally agree agrees to indemnify and hold harmless the CompanyFund, the Adviser, the Dealer ManagerManager and their respective officers, the Advisor trustees, managers, employees, members, partners, agents and each officer and director thereofrepresentatives, and each person, if any, who controls the Company, the Dealer Manager, or the Advisor such entity within the meaning of Section 15 of the Securities Act of 1933, as 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 specifically stated set forth herein, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”)) and other properly licensed financial intermediaries. The Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Selected Dealer an employee, agent, representative or partner of the Dealer Manager Manager, the Fund or of the CompanyAdviser, and the Selected Dealer is not authorized to act for the Dealer Manager Manager, the Fund or the Company Adviser or to make any representations on their behalf except as set forth in the Prospectus and such any printed sales literature or other materials that have been approved for use by the Fund in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Fund uses printed information furnished to Dealer materials in connection with the Offering prepared by the Fund, the Adviser or the Dealer Manager that are intended for “broker-dealer use only” or the Company to supplement the Prospectus (“supplemental information”). The Company has filed advisor use only,” Selected Dealer shall use such “broker-dealer use only” and “advisor use only” materials in accordance with the Securities and Exchange Commission (the “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and 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 requestSection VII below.

Dealer Manager Agreement. The Dealer Manager has entered into a Second Amended and Restated Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Industrial Income Advisors LLCdated [ , a Delaware limited liability company (the “Advisor”) dated ], 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 your acceptance of this Agreement, you will become one of the Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of Agreement between the Company and the Dealer Manager Agreement as set forth in Section 14 thereof, and, in particular, and will be entitled and subject to the indemnification provisions contained in such Agreement, including the provisions of Section 7 4 of such Dealer Manager Agreement wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager, the Advisor Manager and each officer and director thereof, and each person, if any, who controls the Company, Company or the Dealer Manager, or the Advisor Manager within the meaning of the Securities ActAct of 1933, as amended. Except as otherwise specifically stated herein, capitalized all terms used in this Agreement not otherwise defined herein shall have the meanings given them provided in the Dealer Manager Agreement. The Shares are to be offered solely through broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer 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 and such other printed information furnished to the Dealer by the Dealer Manager or the Company to supplement the Prospectus (“supplemental information”). The As described in the Dealer Manager Agreement, the Company has filed one or more registration statements with the Securities and Exchange Commission that are listed on Schedule 1 to the Dealer Manager Agreement (the each, a “SEC”) 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”). Such Registration Statement has been declared effective by the SEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and the District of Columbia. The Dealer Manager will provide the Dealer as many copies of the Prospectus as the Dealer which Schedule 1 may be amended from time to time reasonably requestwith 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 Commission. Each Registration Statement shall register an ongoing offering (each, an “Offering”) of Class A, Class I and Class W shares (the “Shares”) of the Company’s common stock, $0.01 par value per share. Notwithstanding the foregoing, if any new Registration Statement is added to Schedule 1 to the Dealer Manager Agreement, the Dealer Manager will give the Dealer prompt written notice of such addition. Schedule 1 to the Dealer Manager Agreement may be amended from time to time with the written consent of the Company and 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 Dealer Manager and the Dealer prior to such amendments to 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 sales may be made pursuant to either Registration Statement. In such event, the Dealer Manager shall (a) communicate to the Dealer details about the transition from one Registration Statement to the next, including when sales may be made pursuant to the most recent Registration Statement and when sales will cease pursuant to the older Registration Statement and (b) provide the Dealer with sufficient copies of the appropriate Prospectus and other offering materials in order to continue to make offers and sales throughout such transition period.