Common use of Obligations and Compensation of Dealer Manager Clause in Contracts

Obligations and Compensation of Dealer Manager. a. The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash to the public up to the maximum amount of Shares set forth in the Prospectus (subject to the Company’s right of reallocation, as described in the Prospectus) primarily through the Offering Participants. The Company hereby expressly authorizes the Dealer Manager to engage one or more Sub-Dealer Managers in connection with the performance of its roles and responsibilities as agent and distributor set forth hereunder. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to time. The Dealer Manager represents to the Company that it is a member in good standing of FINRA and that it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect to the Dealer Manager’s participation in the distribution of the Shares in the Offering, including with respect to its engagement of one or more Sub-Dealer Managers, the Dealer Manager agrees to comply in all material respects with the applicable requirements of the Securities Act, the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager will not make any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interest.

Obligations and Compensation of Dealer Manager. a. 3.1 The Company hereby appoints the Dealer Manager as its exclusive agent and principal distributor for the purpose of selling for cash up to a maximum of 3,000,000 Shares through Dealers, all of whom shall be members in good standing of the Financial Industry Regulatory Authority (“FINRA”). The Dealer Manager may also sell Shares for cash directly to its own clients and customers at the public up to the maximum amount of Shares set forth in the Prospectus (offering price and subject to the Company’s right of reallocation, as described terms and conditions stated in the Prospectus) primarily through the Offering Participants. The Company hereby expressly authorizes the Dealer Manager to engage one or more Sub-Dealer Managers in connection with the performance of its roles and responsibilities as agent and distributor set forth hereunder. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to timeconditions. The Dealer Manager represents to the Company that (i) it is a member of FINRA; (ii) it will at all times maintain and employ an adequate number administrative personnel (who shall be acceptable to the Company) to fulfill its obligations under this agreement and any supplemental or successor agreement and shall be solely responsible for the compensation of such personnel. Whether or not the transactions contemplated hereunder are consummated or this Agreement becomes effective or is terminated for any reason, except as set forth below, the Company will pay (directly or by reimbursement) all costs and expenses incurred in good standing connection with the offering, including (a) all costs, fees and expenses (other than certain legal fees of FINRA your counsel and that other out-of-pocket expenses incurred by you, as provided below) incurred in connection with the performance of the Company's obligations hereunder, including, without limiting the generality of the foregoing, all costs and expenses incurred in connection with the registration or qualification of the Shares for sale pursuant the securities or “blue sky” laws and regulations of any state and the preparation, printing, filing and distribution of the Prospectus and all amendments and supplements thereto, all in such quantities as you, on behalf of the Dealers, may reasonably require; (b) all costs, fees and expenses of the Company's counsel, independent public accountants, and transfer agent(s); all transfer taxes, if any, with respect to transfer, sale and delivery of the Shares, and printing of certificates representing any and all of the foregoing securities; and (c) your reasonable out-of-pocket expenses incurred in connection with the Offering, promptly upon demand, including fees and expenses of your counsel; provided, however, that, without the consent of the Company, such payment or reimbursement of legal fees and expenses shall not exceed in the aggregate $30,000 and there shall be no reimbursement of other out-of-pocket expenses. The Company will be responsible for payment of such other costs incurred by it in connection with the Offering as shall be agreed between the Company and its the Dealer Manager. You and your employees and representatives have all required licenses and registrations to act under this Agreement. With respect Agreement and have established and implemented anti-money laundering compliance programs in accordance with applicable law, including applicable FINRA rules, SEC rules and the USA PATRIOT Act of 2001, reasonably expected to detect and cause the Dealer Manager’s participation reporting of suspicious transactions in connection with the distribution sale of Shares of the Shares in the Offering, including with respect to its engagement of one or more Sub-Dealer Managers, the Company. The Dealer Manager agrees to comply in all material respects with be bound by the applicable requirements terms of the Securities ActEscrow Agreement, the Rules and Regulations, the Securities Exchange Act a copy of 1934, which is attached as amended Exhibit “B” (the “Exchange ActEscrow Agreement”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager will not make any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interest.

Obligations and Compensation of Dealer Manager. a. 3.1 The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash up to a maximum of $1.5 billion in Shares through the Dealers, all of whom shall be members of FINRA. The Dealer Manager may also sell Shares for cash directly to its own clients and customers at the public up to the maximum amount of Shares set forth in the Prospectus (offering price and subject to the Company’s right of reallocation, as described terms and conditions stated in the Prospectus) primarily through the Offering Participants. The Company hereby expressly authorizes the Dealer Manager to engage one or more Sub-Dealer Managers in connection with the performance of its roles and responsibilities as agent and distributor set forth hereunder. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to timeconditions. The Dealer Manager represents to the Company that (i) it is a member of FINRA in good standing of FINRA standing, and that (ii) it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect Dealer Manager Agreement and (iii) it has established and implemented anti-money laundering compliance programs in accordance with applicable law, including applicable FINRA rules, SEC rules and regulations (“Commission Rules”) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001, as amended by the Dealer Manager’s participation in USA Patriot Improvement and Reauthorization Act of 2005 (the distribution “USA PATRIOT Act”), specifically including, but not limited to, Section 352 of the Shares International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Money Laundering Abatement Act” and together with the USA PATRIOT Act, the “AML Rules”) reasonably expected to detect and cause the reporting of suspicious transactions in connection with the Offering, including with respect to its engagement offering and sale of one or more Sub-Dealer Managersthe Offered Shares. In addition, the Dealer Manager agrees to comply in represents that it has established and implemented a program for compliance with Executive Order 13224 and all material respects with regulations and programs administered by the applicable requirements U.S. Department of the Securities Act, Treasury’s Office of Foreign Assets Control regulations (“OFAC Program”) and will continue to maintain its OFAC Program during the Rules and Regulations, the Securities Exchange Act term of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141this Agreement. The Dealer Manager will further represents that it is currently in compliance with all AML Rules and OFAC requirements, specifically including, but not make any recommendations to retail investors that would subject limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act, and the Dealer Manager hereby agrees, upon request of the Company, to provide an annual certification to the Company that, as of the date of such certification (i) its AML Program and its OFAC Program are consistent with the AML Rules and OFAC requirements, (ii) it has continued to implement its AML Program and its OFAC Program, and (iii) it is currently in compliance with Regulation Best Interestall AML Rules and OFAC requirements, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the USA PATRIOT Act.

Obligations and Compensation of Dealer Manager. a. 3.1 The Company hereby appoints the Dealer Manager as its exclusive agent and principal distributor for the purpose of selling for cash up to a maximum of 3,000,000 Shares through Dealers, all of whom shall be members in good standing of the Financial Industry Regulatory Authority (“FINRA”). The Dealer Manager may also sell Shares for cash directly to its own clients and customers at the public up to the maximum amount of Shares set forth in the Prospectus (offering price and subject to the Company’s right of reallocation, as described terms and conditions stated in the Prospectus) primarily through the Offering Participants. The Company hereby expressly authorizes the Dealer Manager to engage one or more Sub-Dealer Managers in connection with the performance of its roles and responsibilities as agent and distributor set forth hereunder. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to timeconditions. The Dealer Manager represents to the Company that (i) it is a member of FINRA; (ii) it will at all times maintain and employ an adequate number administrative personnel (who shall be acceptable to the Company) to fulfill its obligations under this agreement and any supplemental or successor agreement and shall be solely responsible for the compensation of such personnel. Whether or not the transactions contemplated hereunder are consummated or this Agreement becomes effective or is terminated for any reason, except as set forth below, the Company will pay (directly or by reimbursement) all costs and expenses incurred in good standing connection with the offering, including (a) all costs, fees and expenses (other than certain legal fees of FINRA your counsel and that other out-of-pocket expenses incurred by you, as provided below) incurred in connection with the performance of the Company's obligations hereunder, including, without limiting the generality of the foregoing, all costs and expenses incurred in connection with the registration or qualification of the Shares for sale pursuant the securities or “blue sky” laws and regulations of any state and the preparation, printing, filing and distribution of the Prospectus and all amendments and supplements thereto, all in such quantities as you, on behalf of the Dealers, may reasonably require; (b) all costs, fees and expenses of the Company's counsel, independent public accountants, and transfer agent(s); all transfer taxes, if any, with respect to transfer, sale and delivery of the Shares, and printing of certificates representing any and all of the foregoing securities; and (c) your reasonable out-of-pocket expenses incurred in connection with the Offering, promptly upon demand, including fees and expenses of your counsel; provided, however, that, without the consent of the Company, such payment or reimbursement of legal fees and expenses shall not exceed in the aggregate $____________, and reimbursement of other out-of-pocket expenses shall not exceed in the aggregate $__________. The Company will be responsible for payment of such other costs incurred by it in connection with the Offering as shall be agreed between the Company and its the Dealer Manager. You and your employees and representatives have all required licenses and registrations to act under this Agreement. With respect Agreement and have established and implemented anti-money laundering compliance programs in accordance with applicable law, including applicable FINRA rules, SEC rules and the USA PATRIOT Act of 2001, reasonably expected to detect and cause the Dealer Manager’s participation reporting of suspicious transactions in connection with the distribution sale of Shares of the Shares in the Offering, including with respect to its engagement of one or more Sub-Dealer Managers, the Company. The Dealer Manager agrees to comply in all material respects with be bound by the applicable requirements terms of the Securities ActEscrow Agreement, the Rules and Regulations, the Securities Exchange Act a copy of 1934, which is attached as amended Exhibit “B” (the “Exchange ActEscrow Agreement”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager will not make any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interest.

Obligations and Compensation of Dealer Manager. a. a.The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash to the public up to the maximum amount of Shares set forth in the Prospectus (subject to the Company’s 's right of reallocation, as described in the Prospectus) primarily through the Offering Participants. The Company hereby expressly authorizes the Dealer Manager to engage one or more Sub-Dealer Managers in connection with the performance Dealers, all of its roles and responsibilities as agent and distributor set forth hereunderwhom shall be members of FINRA. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares primarily through the Offering Participants on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to time. The Dealer Manager represents to the Company that it is a member in good standing of FINRA and that it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect to the Dealer Manager’s participation in the distribution of the Shares in the Offering, including with respect to its engagement of one or more Sub-Dealer Managers, the Dealer Manager agrees to comply in all material respects with the applicable requirements of the Securities Act, the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. b.Promptly after the initial Effective Date of the Registration Statement, the Dealer Manager and the Dealers shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager and the Dealers will suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company. 5 c.Subject to volume discounts and other special circumstances described in or otherwise provided under the caption “Plan of Distribution” in the Prospectus, the Company will pay to the Dealer Manager selling commissions in connection with sales of Class T Primary Shares and Class S Primary Shares as described in Schedule 2 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and Class S Primary Shares and all or a portion of the selling commissions may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares or Class S Primary Shares giving rise to such selling commissions, as described more fully in the Selected Dealer Agreement entered into with each such Dealer. d.Subject to special circumstances described in or otherwise provided under the caption “Plan of Distribution” in the Prospectus, the Company will pay to the Dealer Manager dealer manager fees in connection with sales of Class T Primary Shares, as described in Schedule 2 to this Agreement. The applicable dealer manager fees payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class T Primary Shares and all or a portion of the dealer manager fees may be reallowed by the Dealer Manager to the Dealers who sold the Class T Primary Shares giving rise to such dealer manager fees, as described more fully in the Selected Dealer Agreement entered into with each such Dealer. e.Except as may be provided in the “Plan of Distribution” section of the Prospectus, subject to the limitations set forth in Section 3.f. below, the Company will pay to the Dealer Manager a distribution fee with respect to sales of Class T, Class S and Class D shares as described in Schedule 2 to this Agreement (the “Distribution Fee”). The Company will pay the Distribution Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Distribution Fee to any Dealers who sold the Class T, Class S or Class D Shares giving rise to a portion of such Distribution Fee to the extent the Selected Dealer Agreement with such Dealer provides for such a reallowance; provided, however, that upon the date when the Dealer Manager is notified that the Dealer who sold the Class T, Class S or Class D Shares giving rise to a portion of the Distribution Fee is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares, then such Dealer’s entitlement to the portion of the Distribution Fee related to such Class T, Class S and/or Class D Shares, as applicable, shall cease, and beginning on such date, such portion of the Distribution Fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record of the Class T, Class S and/or Class D Shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”) to the extent such Servicing Dealer has entered into a Selected Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”) and such Selected Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance. The Dealer Manager may also reallow some or all of the Distribution Fee to other broker-dealers who provide services with respect to the Shares who shall be considered additional Servicing Dealers pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance, all in accordance with the terms of such Servicing Agreement. Notwithstanding the foregoing, the Dealer Manager will waive the Distribution Fee with respect to sales of Class T, Class S or Class D Shares to the extent a Dealer or Servicing Dealer is not eligible to receive such Distribution Fee, unless the Dealer Manager is serving as the broker dealer of record with respect to such Class T, Class S or Class D Shares, as applicable. No Distribution Fee is payable with respect to the Class I Shares. 6 f.The Dealer Manager will not make cease receiving the Distribution Fee with respect to individual Class T, Class S and Class D shares when they are no longer outstanding, including as a result of conversion to Class I shares described below. Each Class T, Class S or Class D share held within a stockholder’s account shall automatically and without any recommendations to retail investors that would subject action on the part of the holder thereof convert into a number of Class I shares at the Applicable Conversion Rate set forth in the Prospectus on the earliest of (a) a listing of any shares of the Company’s common stock on a national securities exchange, (b) the merger or consolidation of the Company with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets and (c) the end of the month in which the Dealer Manager in conjunction with the Company’s transfer agent determines that the total upfront selling commissions, upfront dealer manager fees and ongoing Distribution Fees paid with respect to compliance all shares of such class held by such stockholder within such account (including shares purchased through a distribution reinvestment plan or received as stock dividends) equals or exceeds 8.75% (or a lower limit set forth in any applicable agreement between the Dealer Manager and a participating broker-dealer, provided that the Dealer Manager advises the Company’s transfer agent of the lower limit in writing) of the aggregate purchase price of all shares of such class held by such stockholder within such account and purchased in a primary offering (i.e., an offering other than a distribution reinvestment plan). In addition, after termination of the primary portion of an Offering, the Company will cease paying the Distribution Fees with Regulation Best Interestrespect to each Class T, Class S or Class D share sold in that Offering (i.e., pursuant to the Registration Statement for such Offering), on the date when, the Company, with the assistance of the Dealer Manager, determines that all underwriting compensation paid or incurred in connection with such Offering from all sources, determined pursuant to the rules and guidance of FINRA, would be in excess of 10% of the aggregate purchase price of all Primary Shares sold in such Offering. For purposes of this Agreement, the portion of the Distribution Fee accruing with respect to Class T, Class S and Class D shares of the Company’s common stock issued (publicly or privately) by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering. g.The terms of any reallowance of selling commissions, dealer manager fees and the Distribution Fee shall be set forth in the Selected Dealer Agreement or Servicing Agreement entered into with the Dealers or Servicing Dealers, as applicable. The Company will not be liable or responsible to any Dealer or Servicing Dealer for direct payment of commissions or any reallowance of the dealer manager fee or Distribution Fee to such Dealer or Servicing Dealer, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of the dealer manager fee or Distribution Fee to Dealers and Servicing Dealers. x.Xx addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or Black Creek Diversified Property Advisors LLC (the “Advisor”) shall reimburse the Dealer Manager for all items of underwriting compensation referenced in the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the Advisor, as applicable, to the extent permitted pursuant to prevailing rules and regulations of FINRA; provided, however, that, the aggregate of all underwriting compensation paid in connection with the Offering may not exceed 10.0% of the gross proceeds from the sale of the Primary Shares in such Offering, excluding reimbursement of bona fide due diligence expenses as provided under Section 3.j. 7 x.Xx addition to reimbursement as provided under Section 3.i, the Company shall also pay directly or reimburse the Dealer Manager for reasonable bona fide due diligence expenses incurred by any Dealer. The Dealer Manager shall obtain from any Dealer and provide to the Company a detailed and itemized invoice for any such due diligence expenses. j.The Dealer Manager may elect to pay supplemental fees and commissions to certain Dealers and Servicing Dealers with respect to Class I Primary Shares, which may be paid at the time of sale or over time, provided, however, that the parties acknowledge and agree that (a) such supplemental fees and commissions will be considered underwriting compensation subject to the 10% underwriting compensation limit and (b) such supplemental fees and commissions will not be reimbursed by the Company. k.The Dealer Manager represents and warrants to the Company and each person and firm that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Company by the Dealer Manager in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Dealer Manager and all Dealers will offer and sell the Shares at the public offering prices per share as determined in accordance with the Prospectus. 8 4.

Obligations and Compensation of Dealer Manager. a. The Company Partnership hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash to the public up to the maximum amount of Shares Units as set forth in the Prospectus Memorandum through Dealers, all of whom shall be (subject i) members of FINRA and shall be duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and under the laws of each state and/or, to the Company’s right of reallocationextent required, as described the equivalent thereof in any other jurisdiction or (ii) duly registered under the Prospectus) primarily through laws and, to the Offering Participants. The Company hereby expressly authorizes extent required, in any applicable non-U.S. jurisdiction to conduct the Dealer Manager to engage one or more Sub-Dealer Managers in connection with the performance of its roles and responsibilities as agent and distributor set forth activity contemplated hereunder. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares primarily through the Offering Participants Units on said terms and conditions set forth in the Prospectus Memorandum with respect to each the Offering and any additional terms or conditions specified in Schedule 2 1 to this Agreement, as it may be amended from time to time. The Dealer Manager represents to the Company Partnership that it is duly registered as a broker-dealer pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in all applicable U.S. states, and is a member in good standing of FINRA and that it and its employees and representatives have all required licenses and registrations to act under this Agreement. Further, if the foregoing representation ceases to be correct at any time during the Dealer Manager’s engagement hereunder, the Dealer Manager shall notify the Investment Manager and the Partnership. With respect to the Dealer Manager’s participation in the distribution of the Shares Units in the Offering, including with respect to its engagement of one or more Sub-Dealer Managers, the Dealer Manager agrees to comply in all material respects with the applicable requirements of the Memorandum, the Securities Act, the Rules rules and Regulationsregulations promulgated thereunder, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of SharesUnits, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect. For the avoidance of doubt, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The the Dealer Manager will not make take any recommendations action that: (i) constitutes a public offering of or for the Units within the meaning of Section 4(a)(2) of the Securities Act or general solicitation of prospective investors in the Partnership within the meaning of Regulation D promulgated thereunder; (ii) causes the offering of the Units to retail investors that would subject lose any exemption from registration with the Dealer Manager Securities and Exchange Commission (the “SEC”) provided by Section 4(a)(2) of the Securities Act; or (iii) causes the Partnership to compliance with Regulation Best Interestlose its exemption under Section 3(c)(7) of the 1940 Act.

Obligations and Compensation of Dealer Manager. a. (a) The Company hereby appoints confirms its appointment of the Dealer Manager as its non- exclusive agent and principal distributor during the period commencing with the date of the Original Agreement and ending on the date (the “Termination Date”) that the Company notifies the Dealer Manager that the Offering has been terminated (the “Offering Period”) to solicit, and to cause Participating Broker-Dealers to solicit, from “accredited investors” with whom they have substantive, pre-existing relationships, subscriptions for the purpose of selling Shares at the subscription prices to be paid in accordance with, and otherwise upon the other terms and conditions set forth in, the Memorandum and the applicable subscription documentation (including the related private placement questionnaire) for cash to the public up to the maximum amount applicable class of Shares set forth in (each, a “Subscription Agreement”), and the Prospectus (subject Dealer Manager agrees to use its best efforts to procure subscribers for the Company’s right of reallocation, as described in the Prospectus) primarily through Shares during the Offering ParticipantsPeriod. The Company hereby expressly authorizes agrees that it shall notify the Dealer Manager as soon as practicable when (i) it has received subscriptions for Primary Shares resulting in net proceeds equal to engage one the Initial Share Maximum Amount and (ii) it has received subscriptions for Primary Shares resulting in net proceeds equal to the Initial Founder Share Maximum Amount (in the case of each of clauses (i) and (ii), not including any Class E common shares or more Subunits of FNLR OP LP, a Delaware limited partnership, purchased by Fortress or employees, officers or directors of Fortress or its affiliates (including eligible family members)). The Shares offered and sold through the Dealer Manager under this Agreement shall be offered and sold only by (i) the Dealer Manager and (ii) any Participating Broker-Dealers that the Dealer Manager may retain, each of which shall be registered as a broker dealer with the SEC, a member of FINRA in good standing and duly licensed by the appropriate regulatory agency of each jurisdiction in which they will conduct offers and sales of the Shares, or with broker dealers exempt from all such registration requirements, pursuant to an executed Participating Broker-Dealer Managers in connection Agreement with such Participating Broker-Dealer. The Dealer Manager shall only retain Participating Broker-Dealers who have been previously approved by the performance of its roles and responsibilities as agent and distributor set forth hereunderCompany. The Dealer Manager hereby accepts confirms its acceptance of such agency and distributorship and agrees to use its best efforts to sell the Shares primarily through on the Offering Participants on said terms and conditions set forth in the Prospectus Memorandum with the respect to each the Offering and any additional terms or and conditions specified in Schedule 2 to this Agreementset forth herein, as it may be amended from time to time. The Dealer Manager represents to the Company that it is a member in good standing of FINRA and that it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect to the Dealer Manager’s participation in the distribution of the Shares in the Offering, including with respect to its engagement of one or more Sub-Dealer Managers, the Dealer Manager agrees to comply in all material respects with the applicable requirements of the Securities Act, the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141. The Dealer Manager will not make any recommendations to retail investors that would subject the Dealer Manager to compliance with Regulation Best Interest.