Common use of Registration Statement and Prospectus Clause in Contracts

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the Company files a prospectus filed by the Company or prospectus supplement pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ which differs from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus or include such prospectus supplement, as applicable, filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-197476) on Form S-11 S-1 for the registration of the Shares Units under the Securities Act of 1933, as amended 1933 (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 S-1 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares Units as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of the Registration Statement and of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-177563) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the OfferingA registration statement on Form N-2 (File No. 333-202399), including a preliminary prospectus, has been prepared by the Company has prepared and was filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for March 2, 2015, in accordance with the registration applicable requirements of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more ) for the registration of the Offering. The Company has prepared and filed such amendments to thereto and such registration statement amended prospectus as may have been or required to the date hereof, and will file such additional amendments and supplements thereto as may hereafter be so prepared and filedrequired. The registration statement on Form S-11 N-2 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that that: (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and ; and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) 497 of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, 497 from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-232448), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments . The Securities are referred to herein as the “Registered Securities.” Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendmentRegistration Statement, and each prospectus that omitted the term Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” The prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Registered Securities, is herein called the “Prospectus.” shall refer For purposes of this Agreement, all references to the amended prospectus then on file Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“▇▇▇▇▇”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-172205) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-164703), for the registration of the up to 280,000,000 Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinDRIP, the terms “Registration Statement”, “preliminary Prospectus” and term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such prospectus from and after the effective date declaration of each post-effective amendment effectiveness of the same, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-185111) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that that: (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and ; and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires. Further, if a separate prospectus is filed and becomes effective with respect solely to the DRIP (a “DRIP Prospectus”), the term “Prospectus” shall refer to such DRIP Prospectus from and after the declaration of effectiveness of such DRIP Prospectus.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-184677) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company Trust has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-152760) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company Trust files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company Trust pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-196681) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that that: (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and ; and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires. Further, if a separate prospectus is filed and becomes effective with respect solely to the DRIP (a “DRIP Prospectus”), the term “Prospectus” shall refer to such DRIP Prospectus from and after the declaration of effectiveness of such DRIP Prospectus.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”): (i) the Initial Registration Statement, (ii) a registration statement (File No. 333-217579) on Form S-11 (the “Follow-On Registration Statement”) for the registration of the Follow-On Shares, and (iii) a registration statement (File No. 333-220940) on Form S-3 for the registration of the DRP Shares (“DRP Registration Statement”); , and one or more amendments to such registration statement statements have been or may be so prepared and filed. The registration statement on Form S-11 Initial Registration Statement, Follow-On Registration Statement and DRP Registration Statement and the prospectus prospectuses contained therein, as finally amended or supplemented at the date the each respective registration statement is declared effective by the Commission (the “Effective Date”) ), are respectively each hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (iA) if the Company files a post-effective amendment to such registration statementstatements, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (iiB) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the OfferingA registration statement on Form S-11 (File No. 333-185111), including a preliminary prospectus, has been prepared by the Company has prepared and was initially filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for November 21, 2012, in accordance with the registration applicable requirements of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more ) for the registration of the Offering. The Company has prepared and filed such amendments to thereto and such registration statement amended prospectus as may have been or required to the date hereof, and will file such additional amendments and supplements thereto as may hereafter be so prepared and filedrequired. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that that: (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and ; and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company Partnership has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-207537) on Form S-11 S-1 for the registration of the Shares Primary Units under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 S-1 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that that: (i) if the Company Partnership files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and ; and (ii) if the Partnership files a prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) 424 of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effectiveRegulations, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, 424 from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-176604) on Form S-11 for the registration of the Units and the Common Shares that may be issuable upon exercise of the Warrants or redemption of the Preferred Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares Units as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-183355) on Form S-11 S-3 for the registration of the Units and the Common Shares that may be issuable upon exercise of the Warrants or redemption of the Preferred Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filedfiled with the Commission. The registration statement on Form S-11 S-3 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares Units as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated or deemed to be incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-191706) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-196594) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection A registration statement on Form SB-2 (File No. __________) with respect to the Shares, including the related prospectus, copies of which have heretofore been delivered by the Company to the Underwriters, has been filed by the Company in conformity with the Offering, the Company has prepared and filed with requirements of the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities "Act”"), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The After the execution of this Agreement, the Company will file with the Commission either (a) if such registration statement on Form S-11 and the prospectus contained thereinstatement, as finally amended at the date the registration statement is it may have been amended, has been declared effective by the Commission to be effective under the Act, a prospectus in the form most recently included in an amendment to such registration statement (or, if no such amendment shall have been filed, in such registration statement), with such changes or insertions as are required by Rule 430A under the “Effective Date”Act or permitted by Rule 424(b) are respectively hereinafter referred under the Act and as have been provided to as and approved by the “Registration Statement” and Representative prior to the “Prospectus”execution of this Agreement, except that or (ib) if such registration statement, as it may have been amended, has not been declared by the Company files a post-Commission to be effective under the Act, an amendment to such registration statement, then including a form of prospectus, a copy of which amendment has been furnished to and approved by the Representative prior to the execution of this Agreement. As used in this Agreement, the term “"Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to " means such registration statement on Form SB-2 and all amendments thereto, including the prospectus, all exhibits and financial statements, as amended by such post-effective amendment, it becomes effective; the term "Preliminary Prospectus" means each prospectus included in said Registration Statement before it becomes effective; and the term “"Prospectus” shall refer to " means the amended prospectus then on file first filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) or 424(c) of under the Securities Act Rules and Regulations shall differ from or, if no prospectus is required to be filed pursuant to said Rule 424(b), such term means the prospectus on file at the time included in the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become when it becomes effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-283802) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that that: (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and ; and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-195292) on Form S-11 for the registration of the Common Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Common Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, ,” “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-202399) on Form S-11 N-2 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 N-2 and the prospectus contained therein, as finally amended at on April 20, 2015, the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that that: (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and ; and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) 497 of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, 497 from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, ,” “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-186111) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-180274) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement (File Registration No. 333- 333-201842) on Form S-11 that has become effective for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to ) of the SEC promulgated thereunder. Copies of such registration statement as initially filed and each amendment thereto have been or may will be so prepared and fileddelivered to the Dealer Manager. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the effective date of the registration statement is declared effective by the Commission (the “Effective Date”) ), are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (iif the Company files a prospectus or prospectus supplement pursuant to Rule 424(b) under the Securities Act, or if the Company files a post-effective amendment to such registration statementthe Registration Statement, then the term “Registration StatementProspectus” shall, from and after includes the declaration of prospectus filed pursuant to Rule 424(b) or the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by prospectus included in such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinIf a separate registration statement is filed and becomes effective solely with respect to shares of the Company’s common stock offered pursuant to the DRP, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such registration statement and prospectus contained therein from and after the effective date of each post-effective amendment effectiveness of such registration statement, as such registration statement and prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-170225) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that that: (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and ; and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. (iii) the documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they are hereafter filed with the Commission, will comply in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), and, when read together with the other information in the Prospectus, at the time the Registration Statement became effective and as of the applicable Effective Date of each post-effective amendment to the Registration Statement, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires. Further, if a separate prospectus is filed and becomes effective with respect solely to the DRIP (a “DRIP Prospectus”), the term “Prospectus” shall refer to such DRIP Prospectus from and after the declaration of effectiveness of such DRIP Prospectus.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-223630), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendmentRegistration Statement, and each prospectus that omitted the term Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” The prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus.” shall refer For purposes of this Agreement, all references to the amended prospectus then on file Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“▇▇▇▇▇”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-196108), for the registration of the up to $1,000,000,000 Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinDRIP, the terms “Registration Statement”, “preliminary Prospectus” and term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such prospectus from and after the effective date declaration of each post-effective amendment effectiveness of the same, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-196549) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the OfferingA registration statement on Form S-3 (File No. 333- 211924), including a preliminary prospectus, has been prepared by the Company has prepared and was initially filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for June 9, 2016, in accordance with the registration applicable requirements of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more ) for the registration of the Units. The Company has prepared and filed such amendments to thereto and such registration statement amended prospectus as may have been or required to the date hereof, and will file such additional amendments and supplements thereto as may hereafter be so prepared and filedrequired. The registration statement on Form S-11 S-3 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that that: (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and ; and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares Units as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- _____) on Form S-11 N-2 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that that: (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and ; and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-11 (File No. 333- ) on Form S-11 333-119265), containing a related preliminary prospectus, for the registration of the Shares under the Securities Act of 1933, as amended (the “"Securities Act”") and the regulations thereunder (the "Regulations"), and the rules will prepare and regulations of file with the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more any amendments to such the registration statement have been or may be so prepared and filednecessary for the registration statement to become effective, including an amended preliminary prospectus. The registration statement on Form S-11 statement, as amended, and the amended prospectus contained therein, as finally amended on file with the Commission at the date time the registration statement is declared became effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (Securities Act, are herein called the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” " and the “"Prospectus”," respectively, except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “"Registration Statement” " shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “"Prospectus” " shall refer to the amended prospectus then on file with the CommissionProspectus as so amended, and (ii) if the prospectus Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “"Prospectus” " shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documentsFurther, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.a separate prospectus is filed and becomes effective

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-225410), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendmentRegistration Statement, and each prospectus that omitted the term Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” The prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus.” shall refer For purposes of this Agreement, all references to the amended prospectus then on file Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“▇▇▇▇▇”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and Regulations”"Act"); one or more amendments to such , a registration statement on Form S-1 (File No. 333-50511) including a prospectus, relating to the Shares, which may have been or may be amended; each such amendment was so prepared and filed. The registration statement on Form S-11 and the prospectus contained thereinstatement, as finally amended at the date time when it became or becomes effective, including all financial schedules and exhibits thereto and all of the information (if any) deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430A under the Act ("Rule 430A"), is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” "; any registration statement filed pursuant to Rule 462(b) under the Act is herein called the "462(b) Registration Statement," and after such filing the “term "Registration Statement" shall include the Rule 462(b) Registration Statement; the prospectus in the form first provided to the Underwriters by the Company in connection with the offering and sale of the Shares (whether or not required to be filed pursuant to Rule 424(b) under the Act ("Rule 424(b)")) is hereinafter referred to as the "Prospectus”, ," except that (i) if any revised prospectus shall be provided to the Underwriters by the Company files a post-effective amendment to such registration statement, then for use in connection with the term “Registration Statement” shall, from and after the declaration offering of the effectiveness of Shares that differs from the Prospectus (whether or not any such post-effective amendment by the Commission, refer revised prospectus is required to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus be filed by the Company pursuant to either Rule 424(b) or 424(c) of under the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment theretoAct), if any, shall have become effective, then the term “"Prospectus” " shall refer to such the revised prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which time it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a is first provided to the Underwriters for such use; and each preliminary prospectus related included in the Registration Statement prior to the Shares time it became or becomes effective is herein referred to as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary a "Preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires."

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-190698) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-_____) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that that: (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and ; and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with A registration statement on Form S-1 (File No. 333-133433) (the Offering, “Initial Registration Statement”) in respect of the Company Units has prepared and been filed with the Securities and Exchange Commission (the “Commission”) ); the Initial Registration Statement and any post-effective amendment thereto and the Exchange Act Registration Statement and any amendment thereto, excluding exhibits thereto, each in the form heretofore delivered to you, for you and each of the other Underwriters, have been declared effective by the Commission in such form; other than a registration statement (File No. 333- ) on Form S-11 for statement, if any, increasing the registration size of the Shares offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective upon filing, no other document with respect to the Initial Registration Statement has heretofore been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission promulgated thereunder (under the “Securities Act Rules and Regulationsis hereinafter called a “Preliminary Prospectus”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus contained thereinfiled with the Commission pursuant to Rule 424(b) under the Securities Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Securities Act to be part of the Initial Registration Statement at the time it was declared effective, each as finally amended at the date time such part of the registration statement is declared Initial Registration Statement became effective by or such part of the Commission (the “Effective Date”Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are respectively hereinafter referred to as collectively called the “Registration Statement” ”; the Preliminary Prospectus relating to the Units that was included in the Registration Statement immediately prior to the Applicable Time (as defined in Section 1(c) hereof) is hereinafter called the “Pricing Prospectus”; and such final prospectus, in the form first filed pursuant to Rule 424(b) under the Securities Act, is hereinafter called the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term ; and any “Registration Statementissuer free writing prospectus” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either defined in Rule 424(b) or 424(c) of 433 under the Securities Act Rules and Regulations shall differ from relating to the prospectus on file at Units is hereinafter called an “Issuer Free Writing Prospectus”); the time the Exchange Act Registration Statement or the most recent post-has become effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A provided in Section 12 of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.Exchange Act;

Registration Statement and Prospectus. In connection with the OfferingA Registration Statement on Form N-2, the Company including a preliminary prospectus, has prepared and been or will be filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for ), in accordance with the registration applicable requirements of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such ) for the registration statement have been or may be so prepared of the offering of CCIF 2018 T and filedeach additional Feeder Fund. The registration statement Registration Statement on Form S-11 N-2 and the prospectus contained thereintherein for CCIF 2018 T and each additional Feeder Fund, respectively, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) ), and as ▇▇▇▇▇ Financial, LLC 1 Selected Dealer Agreement may be supplemented from time to time, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that that: (i) if the Company a Feeder Fund files a post-effective amendment to such registration statementRegistration Statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-post- effective amendment by the Commission, refer to such registration statement Registration Statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus prospectus, as may be supplemented from time to time, then on file with the Commission, and ; and (ii) if the prospectus filed by the Company a Feeder Fund pursuant to either Rule 424(b) or 424(c497(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c497(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Feeder Fund’s respective Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires, including but not limited to with respect to the effective date of this Agreement with respect to any Feeder Fund.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission“ Commission ”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the ““ Securities ActAct ”), and the rules and regulations of the Commission promulgated thereunder (the ““ Securities Act Rules and RegulationsRegulations ”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the ““ Effective DateDate ”) are respectively hereinafter referred to as the ““ Registration StatementStatement ” and the “Prospectus“ Prospectus ”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-11 (File No. 333- ) on Form S-11 333-119265), containing a related preliminary prospectus, for the registration of the Shares under the Securities Act of 1933, as amended (the “"Securities Act”") and the regulations thereunder (the "Regulations"), and the rules will prepare and regulations of file with the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more any amendments to such the registration statement have been or may be so prepared and filednecessary for the registration statement to become effective, including an amended preliminary prospectus. The registration statement on Form S-11 statement, as amended, and the amended prospectus contained therein, as finally amended on file with the Commission at the date time the registration statement is declared became effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (Securities Act, are herein called the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” " and the “"Prospectus”," respectively, except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “"Registration Statement” " shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “"Prospectus” " shall refer to the amended prospectus then on file with the CommissionProspectus as so amended, and (ii) if the prospectus Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “"Prospectus” " shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary DRIP (a "DRIP Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein"), the term “Effective Date” also "Prospectus" shall refer to such DRIP Prospectus from and after the effective date declaration of each post-effective amendment to the Registration Statement, unless the context otherwise requireseffectiveness of such DRIP Prospectus.

Registration Statement and Prospectus. In connection with the OfferingA registration statement on Form N-2 (File No. ______), including a preliminary prospectus, has been prepared by the Company has prepared and was filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for _____________, 2013, in accordance with the registration applicable requirements of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more ) for the registration of the Offering. The Company has prepared and filed such amendments to thereto and such registration statement amended prospectus as may have been or required to the date hereof, and will file such additional amendments and supplements thereto as may hereafter be so prepared and filedrequired. The registration statement on Form S-11 N-2 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that that: (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission; and Terra Capital Markets, and LLC Selected Broker-Dealer Agreement 1 (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-274421), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Underwriting Agreement (this “Agreement”), the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date time it became effective pursuant to Rule 430A(b) is herein called the “Rule 430A Information”. Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement”. Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Rule 462(b) Registration Statement” and, after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Each prospectus used prior to the date and time that the Registration Statement is declared effective by the Commission (such time, the “Effective DateTime”) are respectively hereinafter referred ), and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to as the execution and delivery of this Agreement is herein called a “Registration Statement” and preliminary prospectus”. The final prospectus relating to the Securities that is first filed pursuant to Rule 424(b), in the form first furnished to the Underwriter for use in connection with the offering of the Securities, is herein called the “Prospectus”. For purposes of this Agreement, except that (i) if all references to the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after any preliminary prospectus, the declaration Prospectus or any amendment or supplement to any of the effectiveness of such post-effective amendment by foregoing shall be deemed to include the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“▇▇▇▇▇”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-163069) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-190588) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the Company files a prospectus filed by the Company or prospectus supplement pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ which differs from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus or include such prospectus supplement, as applicable, filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- __________) on Form S-11 1-A for the registration of the Shares public offer and sale of the Units under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 1-A and the prospectus contained therein, as finally amended at the date the registration statement is declared effective qualified by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that that: (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and ; and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares Units as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S- 1 (File No. 333- ) on Form S-11 for 333-221027), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendmentRegistration Statement, and each prospectus that omitted the term Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement is herein called a “preliminary prospectus.” The prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus.” shall refer For purposes of this Agreement, all references to the amended prospectus then on file Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“▇▇▇▇▇”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under "), in accordance with the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (the “Securities Act "Rules and Regulations”", and together with said Act, the "Act"); , a registration statement on Form SB-2 (File No. 333 - 83255) and may have filed one or more amendments thereto, including in such registration statement and in certain amendments thereto a related preliminary prospectus for the registration under the Act of the Shares. In addition, subject to the provisions of Section 4(e) hereof, the Company has filed or will promptly file a further amendment to such registration statement have been or may be so prepared prior to the effectiveness of such registration statement, unless an amendment is not required pursuant to Rule 430A of the Rules and filedRegulations. The As used in this Agreement, the term "Registration Statement" means such registration statement on Form S-11 statement, including the prospectus, financial statements and the prospectus contained thereinschedules thereto, exhibits and other documents filed as part thereof, as finally amended at when, and in the date the registration statement form in which, it is declared effective by the Commission, and, in the event any post-effective amendment thereto is filed thereafter and on or before the Closing Date (as hereinafter defined), shall also mean (from and after the date such post-effective amendment is effective under the Act) such registration statement as so amended, provided that such Registration Statement, at the time it becomes effective, may omit such information as is permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A of the Rules and Regulations, which information ("Rule 430 Information") shall be deemed to be included in such Registration Statement when a final prospectus is filed with the Commission in accordance with Rules 430A and 424(b)(1) or (4) of the Rules and Regulations; the term "Preliminary Prospectus" means each prospectus included in the Registration Statement, or any amendments thereto, before it becomes effective under the Act, the form of prospectus omitting Rule 430A Information included in the Registration Statement when it becomes effective, if applicable (the “Effective Date”"Rule 430A Prospectus"), and any prospectus filed by the Company with your consent pursuant to Rule 424(a) are respectively hereinafter referred to of the Regulations; the term "Prospectus" means the final prospectus included as part of the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to any prospectus (including any preliminary prospectus) which differs from such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time included in the Registration Statement or is provided to you for use in connection with the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A offering of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.Shares

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, as amended (File No. 333- ) on Form S-11 for the registration of the Shares 333-268560), under the Securities Act of 1933, as amended (the “Securities Act” or “Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more ) of the Commission thereunder, and such amendments to such registration statement as may have been or may be so prepared and filedrequired to the date of this Agreement. The Such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is has been declared effective by the Commission Commission. Each part of such registration statement, including the amendments, exhibits and any schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Effective DateRule 430B Information”) are respectively hereinafter referred or otherwise pursuant to the Rules and Regulations, as of the time the Registration Statement became effective, is herein called the “Registration Statement.” and Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Prospectus”Rule 462(b) Registration Statement” and, except that (ifrom and after the date and time of filing of the Rule 462(b) if the Company files a post-effective amendment to such registration statementRegistration Statement, then the term “Registration Statement” shallshall include the Rule 462(b) Registration Statement. The prospectus in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), from that describes the Securities and after the declaration offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the effectiveness final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of such post-effective amendment by this Agreement, the Commission, refer to such registration statement as amended by such post-effective amendment, Company will prepare and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, Commission a final prospectus supplement to the Base Prospectus relating to the Securities and (ii) if the prospectus filed by offering thereof in accordance with the Company pursuant to either provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or 424(c) the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“E▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations shall differ from the prospectus on file at the time to be a part of or included in the Registration Statement Statement, the Base Prospectus, any Preliminary Prospectus or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to the Shares as contemplated by Rule 430 amendments or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment supplements to the Registration Statement, unless the context Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and which is deemed to be incorporated therein by reference therein or otherwise requiresdeemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-271355), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Underwriting Agreement (this “Agreement”), the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date time it became effective pursuant to Rule 430A(b) is herein called the “Rule 430A Information”. Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement”. Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Rule 462(b) Registration Statement” and, after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Each prospectus used prior to the date and time that the Registration Statement is declared effective by the Commission (such time, the “Effective DateTime”) are respectively hereinafter referred ), and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to as the execution and delivery of this Agreement is herein called a “Registration Statement” and preliminary prospectus”. The final prospectus relating to the Securities that is first filed pursuant to Rule 424(b), in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus”. For purposes of this Agreement, except that (i) if all references to the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after any preliminary prospectus, the declaration Prospectus or any amendment or supplement to any of the effectiveness of such post-effective amendment by foregoing shall be deemed to include the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“▇▇▇▇▇”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-196302) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-169355) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-282850), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Underwriting Agreement (this “Agreement”), the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 at the time it became effective pursuant to Rule 430A(b) is herein called the “Rule 430A Information”. Such registration statement, including the documents and the prospectus contained information incorporated by reference therein, as finally amended the amendments thereto, the exhibits thereto and any schedules thereto, at the date time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement”. Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Rule 462(b) Registration Statement” and, after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Each prospectus used prior to the date and time that the Registration Statement is declared effective by the Commission (such time, the “Effective DateTime”) are respectively hereinafter referred ), and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to as the execution and delivery of this Agreement is herein called a “Registration Statement” and preliminary prospectus”. The final prospectus relating to the Securities that is first filed pursuant to Rule 424(b), in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus”. For purposes of this Agreement, except that (i) if all references to the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after any preliminary prospectus, the declaration Prospectus or any amendment or supplement to any of the effectiveness of such post-effective amendment by foregoing shall be deemed to include the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“E▇▇▇▇”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection A registration statement on Form SB-2 (File No. 333-35337) with respect to the Units, including the related prospectus, copies of which have heretofore been delivered by the Company to the Underwriters, has been filed by the Company in conformity with the Offering, the Company has prepared and filed with requirements of the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities "Act”"), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The After the execution of this Agreement, the Company will file with the Commission either (a) if such registration statement on Form S-11 and the prospectus contained thereinstatement, as finally amended at the date the registration statement is it may have been amended, has been declared effective by the Commission to be effective under the Act, a prospectus in the form most recently included in an amendment to such registration statement (or, if no such amendment shall have been filed, in such registration statement), with such changes or insertions as are required by Rule 430A under the “Effective Date”Act or permitted by Rule 424(b) are respectively hereinafter referred under the Act and as have been provided to as and approved by the “Registration Statement” and Representative prior to the “Prospectus”execution of this Agreement, except that or (ib) if such registration statement, as it may have been amended, has not been declared by the Company files a post-Commission to be effective under the Act, an amendment to such registration statement, then including a form of prospectus, a copy of which amendment has been furnished to and approved by the Representative prior to the execution of this Agreement. As used in this Agreement, the term “"Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to " means such registration statement on Form SB-2 and all amendments thereto, including the prospectus, all exhibits and financial statements, as amended by such post-effective amendment, it becomes effective; the term "Preliminary Prospectus" means each prospectus included in said Registration Statement before it becomes effective; and the term “"Prospectus” shall refer to " means the amended prospectus then on file first filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) or 424(c) of under the Securities Act Rules and Regulations shall differ from or, if no prospectus is required to be filed pursuant to said Rule 424(b), such term means the prospectus on file at the time included in the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become when it becomes effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-214116), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendmentRegistration Statement, and each prospectus that omitted the term “Prospectus” shall refer Rule 430A Information that was used after such effectiveness and prior to the amended prospectus then on file execution and delivery of this Agreement is herein called a “preliminary prospectus.” The prospectus, in the form first furnished to the Underwriters for use in connection with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) offering of the Securities Act Rules is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Regulations shall differ from the prospectus on file at the time Retrieval system or any successor system (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-200464) on Form S-11 for the registration of the Common Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Common Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, ,” “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-192852) on Form S-11 S-1 for the registration of the Shares Units under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 S-1 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares Units as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-161449), for the registration of the up to 280,000,000 Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinDRIP, the terms “Registration Statement”, “preliminary Prospectus” and term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such prospectus from and after the effective date declaration of each post-effective amendment effectiveness of the same, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the OfferingA registration statement on Form S-11 (File No. 333-283802), including a preliminary prospectus, has been prepared by the Company has prepared and was initially filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for December 13, 2024, in accordance with the registration applicable requirements of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more ) for the registration of the Shares. The Company has prepared and filed such amendments to thereto and such registration statement amended prospectus as may have been or required to the date hereof, and will file such additional amendments and supplements thereto as may hereafter be so prepared and filedrequired. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that that: (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and ; and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-3 (File No. 333- 333-255101) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act” or “Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more ) of the Commission thereunder, and such amendments to such registration statement as may have been or may be so prepared and filedrequired to the date of this Agreement. The Such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is has been declared effective by the Commission Commission. Each part of such registration statement, including the amendments, exhibits and any schedules thereto, the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Effective DateRule 430B Information”) are respectively hereinafter referred or otherwise pursuant to the Rules and Regulations, as of the time the Registration Statement became effective, is herein called the “Registration Statement.” and Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Prospectus”Rule 462(b) Registration Statement” and, except that (ifrom and after the date and time of filing of the Rule 462(b) if the Company files a post-effective amendment to such registration statementRegistration Statement, then the term “Registration Statement” shallshall include the Rule 462(b) Registration Statement. The prospectus included in the Registration Statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), from that describes the Shares and after the declaration ADSs and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the effectiveness final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of such post-effective amendment by this Agreement, the Commission, refer to such registration statement as amended by such post-effective amendment, Company will prepare and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, Commission a final prospectus supplement to the Base Prospectus relating to the Shares and (ii) if the prospectus filed by ADSs and the Company pursuant to either offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or 424(c) the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such respective prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto, “E▇▇▇▇”. All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations shall differ from the prospectus on file at the time to be a part of or included in the Registration Statement Statement, the Base Prospectus, any Preliminary Prospectus or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to the Shares as contemplated by Rule 430 amendments or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment supplements to the Registration Statement, unless the context Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that is deemed to be incorporated therein by reference therein or otherwise requiresdeemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 Registration Statement for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement Registration Statement have been or may be so prepared and filed. The registration statement on Form S-11 Registration Statement and the prospectus Prospectus contained therein, as finally amended at on the date the registration statement is was declared effective by the Commission (the “Effective Date”) ), are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that that: (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and ; and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-169075) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-149899) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that that: (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and ; and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires. Further, if a separate prospectus is filed and becomes effective with respect solely to the DRIP (a “DRIP Prospectus”), the term “Prospectus” shall refer to such DRIP Prospectus from and after the declaration of effectiveness of such DRIP Prospectus.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-191913) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that that: (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and ; and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires. Further, if a separate prospectus is filed and becomes effective with respect solely to the DRIP (a “DRIP Prospectus”), the term “Prospectus” shall refer to such DRIP Prospectus from and after the declaration of effectiveness of such DRIP Prospectus.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-220288) on Form S-11 S-1 for the registration of the Shares public offer and sale of the Units under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 S-1 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that that: (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and ; and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares Units as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the OfferingA registration statement on Form S-11 (File No. 333-______), including a preliminary prospectus, has been prepared by the Company has prepared and was filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for August 15, 2011, in accordance with the registration applicable requirements of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more ) for the registration of the Offering. The Company has prepared and filed such amendments to thereto and such registration statement amended prospectus as may have been or required to the date hereof, and will file such additional amendments and supplements thereto as may hereafter be so prepared and filedrequired. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that that: (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission; and Terra Securities, and LLC Participating Broker-Dealer Agreement (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-156742), for the registration of the up to $3,500,000,000 in Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary prospectus related separate registration statement is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the DRIP (a “DRIP Registration Statement. As used herein”), the terms term “Registration Statement” shall refer to such DRIP Registration Statement from and after the declaration of effectiveness of such DRIP Registration Statement, as such registration statement may be amended or supplemented from time to time. If a separate prospectus is filed and becomes effective with respect solely to the DRIP (a “DRIP Prospectus”), “preliminary Prospectus” and the term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such DRIP Prospectus from and after the effective date declaration of each post-effective amendment effectiveness of such DRIP Prospectus, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the (a) The Company has prepared and filed filed, in accordance with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more , with the United States Securities and Exchange Commission (the “Commission”) the Shelf Registration Statement and such amendments to such registration statement (including any pre-effective amendments and post-effective amendments) as may have been or may be so prepared required prior to and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at of the date the registration statement is declared effective by the Commission of this Agreement (the “Effective DateBase Registration Statement”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended preliminary prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company supplement pursuant to either Rule 424(b) or 424(c) of under the Securities Act Rules and Regulations shall differ from (a “Preliminary Prospectus”), relating to the prospectus on file at the time the Securities. The Base Registration Statement or the most recent and any post-effective amendment thereto, if anyeach in the form theretofore delivered to the Buyer, shall have become been declared effective by the Commission in such form. Such Base Registration Statement, including any post-effective amendment thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time, the information contained in the form of Final Prospectus (as defined below) and deemed by virtue of Rule 430B under the Securities Act to be part of the Base Registration Statement at the time it was declared effective and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, in each case as amended at the time such part of the Base Registration Statement became effective, are herein collectively called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement.” (b) The Company is filing with the Commission pursuant to Rule 424(b) under the Securities Act a final prospectus supplement to the Registration Statement that relates to the Securities. The form of prospectus included in the Registration Statement is hereinafter called the “Base Prospectus,” shall refer to and such final prospectus supplement as filed pursuant to either Rule 424(b) under the Securities Act, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” Such Final Prospectus and any Preliminary Prospectus (including the Base Prospectus as so supplemented) are hereinafter called a “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus, the Final Prospectus or 424(c)a Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of the respective Prospectuses. (c) For purposes of this Agreement, all references to the Registration Statement, any Preliminary Prospectus, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Interactive Data Electronic Applications system. All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, any Preliminary Prospectus, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, any Preliminary Prospectus, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus, as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to the Shares as contemplated by Rule 430 amendments or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment supplements to the Registration Statement, unless any Preliminary Prospectus, the context Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference therein or otherwise requiresdeemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-191706) on Form S-11 for the registration of the Initial Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); a registration statement (File No. 333-217579) on Form S-11 for the registration of the Follow-On Shares (“Follow-On Registration Statement”); and a registration statement (File No. 333-220940) on Form S-3 for the registration of the DRP Shares (“DRP Registration Statement”); one or more amendments to such registration statement statements have been or may be so prepared and filed. The registration statement statements on Form S-11 and on Form S-3 and the prospectus prospectuses contained therein, as finally amended at the date the each respective registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statementstatements, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a A registration statement ------------------------------------- on Form S-1 (File No. 333- ) on Form S-11 for ), including a form of prospectus, relating to the registration Securities has been prepared by the Company in conformity with the requirements of the Shares under the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules -------------- and regulations of the Commission promulgated thereunder (the “Securities Act "Rules and Regulations”); ") of the Securities and Exchange --------------------- Commission (the "Commission") thereunder and has been filed by the Company with ---------- the Commission. The Company may have filed one or more amendments thereto, including the related preliminary prospectus, each of which has previously been furnished to you. The Company will next file with the Commission either (i) prior to effectiveness of such registration statement, a further amendment to such registration statement have been (including the form of final prospectus) or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”ii) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to after effectiveness of such registration statement, then a final prospectus in accordance with Rules 430A and 424(b)(1) or (4). In the term “Registration Statement” shall, from and after the declaration case of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and clause (ii) if above, the prospectus filed Company has included in such registration statement, as amended at the Effective Time (as defined below), all information (other than information permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A ("Rule 430A Information")) required by the Company pursuant to either Rule 424(b) or 424(c) of the --------------------- Securities Act and the Rules and Regulations to be included in the final prospectus with respect to the Securities and the offering thereof. As filed, such amendment and form of final prospectus, or such final prospectus, shall differ from contain all Rule 430A Information, together with all other such required information, with respect to the prospectus on file Securities and the offering thereof and, except to the extent the Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the execution of this Agreement (this "Agreement") or, to the extent not completed at such time, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus) as the Company has advised you, prior to the execution of this Agreement, will be included or made therein. For purposes of this Agreement, "Effective Time" means the date and time the Registration Statement as of which such registration statement, or the most recent post-effective amendment thereto, if any, shall have become effectivewas or is declared effective by the Commission, then and "Preliminary Prospectus" means each prospectus included in such registration statement, or amendments thereof, before it becomes effective under the term “Prospectus” shall refer to such Securities Act, any prospectus filed with the Commission by the Company pursuant to either Rule 424(b424(a) or 424(c)and the prospectus included in the Registration Statement at the Effective Time that omits Rule 430A Information. Such registration statement, as amended at the case may beEffective Time, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or including all Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documentsInformation, if any, incorporated by reference therein. As used herein, is hereinafter referred to as the term “Effective Date” also shall refer "Registration Statement," and the form of prospectus relating to the effective date of each post-effective amendment Securities, as first filed with the Commission pursuant to and in accordance with Rule 424(b) or, if no such filing is required, as included in the Registration Statement, unless Statement is hereinafter referred to as the context otherwise requires"Prospectus."

Registration Statement and Prospectus. In connection with the OfferingA Registration Statement on Form N-2, the Company including a preliminary prospectus, has prepared and been or will be filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for ), in accordance with the registration applicable requirements of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such ) for the registration statement have been or may be so prepared of the offering of CCIF 2016 T and filedeach additional Feeder Fund. The registration statement Registration Statement on Form S-11 N-2 and the prospectus contained thereintherein for CCIF 2016 T and each additional Feeder Fund, respectively, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) ), and as may be supplemented from time to time, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that that: (i) if the Company a Feeder Fund files a post-effective amendment to such registration statementRegistration Statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement Registration Statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus prospectus, as may be supplemented from time to time, then on file with the Commission, and ; and (ii) if the prospectus filed by the Company a Feeder Fund pursuant to either Rule 424(b) or 424(c497(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c497(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Feeder Fund’s respective Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has (i) prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and Regulations”"1933 Act"); one or more amendments to such registration statement have been or may be so prepared and filed. The , a registration statement on Form S-11 S-l (Commission File No. 333-128247) as amended *Plus an additional 210,000 shares subject to Underwriter's over-allotment option. by Amendment No.1 on October 13, 2005, including the related preliminary prospectus or prospectuses. Such registration statement, including the exhibits thereto and schedules thereto at the time it became effective is called the "Registration Statement." Promptly after execution and delivery of this Underwriting Agreement, the Company will prepare and file a prospectus contained thereinin accordance with the provisions of Rule 430A ("Rule 430A") and Rule 424 ("Rule 424") of the 1933 Act, as finally such prospectus is further amended at and supplemented (the date "Prospectus"). If the Company files another registration statement with the Commission to register a portion of the Shares pursuant to Rule 462(b) under the 1933 Act (the "Rule 462 Registration Statement"), then any reference to "Registration Statement" herein shall be deemed to include the registration statement is declared effective by on Commission Form S-1 (Commission File No. 333-128247) and the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Rule 462 Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to as each such registration statement, then statement may be amended pursuant to the term “1933 Act. The prospectus subject to completion in the form included in the Registration Statement” shall, from and after Statement at the declaration time of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file Registration Statement with the Commission, and (ii) if together with the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c)related preliminary prospectus, as these may be amended or supplemented from time to time until the case may be, from and after final Prospectus dated of even date herewith is referred to in this Underwriting Agreement as the date on which it shall have been filed. The term “preliminary "Preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment ." All references in this Underwriting Agreement to the Registration Statement, unless the context otherwise requires.Rule 462 Registration Statement, a Preliminary Prospectus or the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("EDGAR") and Commission Regulation S-T.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-187092) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under "), in accordance with the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (the “Securities Act "Rules and Regulations”", and together with said Act, the "Act"); , a registration statement on Form S-1 (File No. ______) and may have filed one or more amendments thereto, including in such registration statement and in certain amendments thereto a related preliminary prospectus for the registration under the Act of the Shares. In addition, subject to the provisions of Section 4(e) hereof, the Company has filed or will promptly file a further amendment to such registration statement have been or may be so prepared prior to the effectiveness of such registration statement, unless an amendment is not required pursuant to Rule 430A of the Rules and filedRegulations. The As used in this Agreement, the term "Registration Statement" means such registration statement on Form S-11 statement, including the prospectus, financial statements and the prospectus contained thereinschedules thereto, exhibits and other documents filed as part thereof, as finally amended at when, and in the date the registration statement form in which, it is declared effective by the Commission (Commission, and, in the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a event any post-effective amendment to such registration statementthereto is filed thereafter and on or before the Closing Date (as hereinafter defined), then the term “Registration Statement” shall, shall also mean (from and after the declaration of the effectiveness of date such post-effective amendment by is effective under the Commission, refer to Act) such registration statement as amended by so amended, provided that such post-Registration Statement, at the time it becomes effective, may omit such information as is permitted to be omitted from the Registration Statement when it becomes effective amendmentpursuant to Rule 430A of the Rules and Regulations, which information ("Rule 430 Information") shall be deemed to be included in such Registration Statement when a final prospectus is filed with the Commission in accordance with Rules 430A and 424(b)(1) or (4) of the Rules and Regulations; the term "Preliminary Prospectus" means each prospectus included in the Registration Statement, or any amendments thereto, before it becomes effective under the Act, the form of prospectus omitting Rule 430A Information included in the Registration Statement when it becomes effective, if applicable (the "Rule 430A Prospectus"), and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the any prospectus filed by the Company with your consent pursuant to either Rule 424(b) or 424(c424(a) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then Regulations; the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires."Prospec-

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 127405), for the registration of the up to $2,000,000,000 in Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained thereinstatement, as finally amended at the date the amended, (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement is declared effective by filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as herein called the “Registration Statement” and the prospectus contained therein is called the “Prospectus”, except that (i) ,” and if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the CommissionProspectus as so amended, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinDRIP, the terms “Registration Statement”, “preliminary Prospectus” and term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such prospectus from and after the effective date declaration of each post-effective amendment effectiveness of the same, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection A registration statement on Form SB-2 (File No. 333-145126) with respect to the Securities, including a preliminary form of prospectus, has been prepared by the Company in conformity with the Offeringrequirements of the Securities Act of 1933, as amended (the Company has prepared “Act”), and filed with the rules and regulations (“Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for thereunder and has been filed with the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”)Commission; one or more amendments to such registration statement have also been or may be so prepared and have been, or will be, so filed. The ; and, if the Company has elected to rely upon Rule 462(b) of the Rules and Regulations (“Rule 462(b)”) to increase the size of the offering registered under the Act, the Company will prepare and file with the Commission a registration statement on Form S-11 with respect to such increase pursuant to Rule 462(b). Copies of such registration statement(s) and amendments and each related preliminary prospectus have been delivered to you. If the prospectus contained thereinCompany has elected not to rely upon Rule 430A of the Rules and Regulations (“Rule 430A”), as finally amended at the date Company has prepared and will promptly file an amendment to the registration statement is declared effective by and an amended prospectus. If the Commission Company has elected to rely upon Rule 430A, it will prepare and file a prospectus pursuant to Rule 424(b) of the Rules and Regulations (the “Effective DateRule 424(b)”) are respectively hereinafter referred to as that discloses the “Registration Statement” and information previously omitted from the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration prospectus in reliance upon Rule 430A. Each part of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended at the time it is or was declared effective by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and and, in the event of any amendment thereto after the effective date, each part of such registration statement as so amended (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, but only from and after the effectiveness of such amendment, or, the date on which it shall have been filed. The term “preliminary Prospectus” as is first used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A after effectiveness of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.registration statement,

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared will prepare and filed file with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is initially declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that that: (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, ; and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, ,” “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein[Selling Agent] , the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.2015

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333- 333-270796) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more ) of the Commission thereunder, and such amendments to such registration statement as may have been or may be so prepared and filedrequired as of the date of this Agreement. The Such registration statement on became automatically effective upon filing with the Commission. Each part of such registration statement, including the amendments, exhibits and any schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-11 S-3 under the Securities Act and the prospectus contained therein, as finally amended at documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the date the registration statement is declared effective by the Commission Securities Act (the “Effective DateRule 430B Information”) are respectively hereinafter referred or otherwise pursuant to the Rules and Regulations, as of the time the Registration Statement became effective, is herein called the “Registration Statement.” and Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Prospectus”Rule 462(b) Registration Statement” and, except that (ifrom and after the date and time of filing of the Rule 462(b) if the Company files a post-effective amendment to such registration statementRegistration Statement, then the term “Registration Statement” shallshall include the Rule 462(b) Registration Statement. The prospectus in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), from that describes the Securities and after the declaration offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the effectiveness final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of such post-effective amendment by this Agreement, the Commission, refer to such registration statement as amended by such post-effective amendment, Company will prepare and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, Commission a final prospectus supplement to the Base Prospectus relating to the Securities and (ii) if the prospectus filed by offering thereof in accordance with the Company pursuant to either provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or 424(c) the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations shall differ from the prospectus on file at the time to be a part of or included in the Registration Statement Statement, the Base Prospectus, any Preliminary Prospectus or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to the Shares as contemplated by Rule 430 amendments or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment supplements to the Registration Statement, unless the context Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and which is deemed to be incorporated therein by reference therein or otherwise requiresdeemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. In connection A registration statement on Form SB-2 (File No. 333-22-997) with respect to the Shares, including the related prospectus, copies of which have heretofore been delivered by the Company to the Underwriters, has been filed by the Company in conformity with the Offering, the Company has prepared and filed with requirements of the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities "Act”"), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The After the execution of this Agreement, the Company will file with the Commission either (a) if such registration statement on Form S-11 and the prospectus contained thereinstatement, as finally amended at the date the registration statement is it may have been amended, has been declared effective by the Commission to be effective under the Act, a prospectus in the form most recently included in an amendment to such registration statement (or, if no such amendment shall have been filed, in such registration statement), with such changes or insertions as are required by Rule 430A under the “Effective Date”Act or permitted by Rule 424(b) are respectively hereinafter referred under the Act and as have been provided to as and approved by the “Registration Statement” and Representatives prior to the “Prospectus”execution of this Agreement, except that or (ib) if such registration statement, as it may have been amended, has not been declared by the Company files a post-Commission to be effective under the Act, an amendment to such registration statement, then including a form of prospectus, a copy of which amendment has been furnished to and approved by the Representatives prior to the execution of this Agreement. As used in this Agreement, the term “"Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to " means such registration statement on Form SB-2 and all amendments thereto, including the prospectus, all exhibits and financial statements, as amended by such post-effective amendment, it becomes effective; the term "Preliminary Prospectus" means each prospectus included in said Registration Statement before it becomes effective; and the term “"Prospectus” shall refer to " means the amended prospectus then on file first filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) or 424(c) of under the Securities Act Rules and Regulations shall differ from or, if no prospectus is required to be filed pursuant to said Rule 424(b), such term means the prospectus on file at the time included in the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become when it becomes effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection The Company has filed or will file, in accordance with the Offeringprovisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the Company has prepared and filed “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for S-3, including a base prospectus, relating to certain securities, including the registration Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Shares under the Securities Exchange Act of 19331934, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement at the Commission promulgated thereunder time it became effective specifically relating to the Shares (the “Securities Act Rules and RegulationsProspectus Supplement”); one or more amendments . The Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement have been at the time it became effective, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended, when it becomes or may became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be so prepared and filed. The a part of such registration statement on Form S-11 and pursuant to Rule 430B or 462(b) of the prospectus contained thereinSecurities Act, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as herein called the “Registration Statement.” and The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement at the time it becomes or became effective, as it may be supplemented by the Prospectus Supplement, in the form existing at the time in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “Prospectusissuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), except relating to the Shares, if any, that (i) if is required to be filed with the Commission by the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and or (ii) if the prospectus filed by the Company is exempt from filing pursuant to either Rule 424(b) 433(d)(5)(i), in each case in the form filed or 424(c) of required to be filed with the Securities Act Rules Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and Regulations shall differ from include the prospectus on file at documents incorporated by reference therein, and any reference herein to the time terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the most recent post-effective amendment thereto, if any, Prospectus shall have become effective, then the term “Prospectus” shall be deemed to refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as and include the case may be, from and filing after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related execution hereof of any document with the Commission deemed to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, be incorporated by reference therein. As used hereinFor purposes of this Agreement, the term “Effective Date” also shall refer to the effective date of each post-effective amendment all references to the Registration Statement, unless the context otherwise requiresProspectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant the Electronic Data Gathering Analysis and Retrieval System (“E▇▇▇▇”).

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-180741) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that that: (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission; and SJ Securities, and LLC , 2012 (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the OfferingA registration statement on Form S-3 (File No. 333- 214531), including a preliminary prospectus, has been prepared by the Company has prepared and was initially filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for November 9, 2016, in accordance with the registration applicable requirements of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more ) for the registration of the mShares. The Company has prepared and filed such amendments to thereto and such registration statement amended prospectus as may have been or required to the date hereof, and will file such additional amendments and supplements thereto as may hereafter be so prepared and filedrequired. The registration statement on Form S-11 S-3 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that that: (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and ; and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares mShares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company CCIF 2015 T has prepared and filed filed, and each additional Feeder Fund will prepare and file with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 N-2 for the registration of the its Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) ), and as may be supplemented from time to time, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that that: (i) if the Company a Feeder Fund files a post-effective amendment to such registration statementRegistration Statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement Registration Statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and as may be supplemented from time to time; and (ii) if the prospectus filed by the Company a Feeder Fund pursuant to either Rule 424(b) or 424(c497(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c497(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, ,” “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. (iii) With respect solely to a Feeder Fund’s distribution reinvestment plan (“DRIP”), if a separate prospectus is filed and becomes effective (a “DRIP Prospectus”), the term “Prospectus” shall refer to such DRIP Prospectus from and after the declaration of effectiveness of such DRIP Prospectus. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the a Feeder Fund’s Registration Statement, unless the context otherwise requires. Upon the execution of a Selected Dealer Agreement by a Selected Dealer and thereafter, from time to time, the Dealer Manager will provide written notice to each Selected Dealer of the Effective Date of CCIF 2015 T and each additional Feeder Fund.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-148414), for the registration of the up to $2,475,000,000 in Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary prospectus related separate registration statement is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the DRIP (a “DRIP Registration Statement. As used herein”), the terms term “Registration Statement” shall refer to such DRIP Registration Statement from and after the declaration of effectiveness of such DRIP Registration Statement, as such registration statement may be amended or supplemented from time to time. If a separate prospectus is filed and becomes effective with respect solely to the DRIP (a “DRIP Prospectus”), “preliminary Prospectus” and the term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such DRIP Prospectus from and after the effective date declaration of each post-effective amendment effectiveness of such DRIP Prospectus, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with (A) A registration statement (File No. [ ]), including a form of prospectus supplement relating to the OfferingNotes and a form of base prospectus relating to each class of securities to be registered under such registration statement (the “Registered Securities”), the Company has prepared and been filed on Form S-3 with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) by the Depositor on Form S-11 for the registration behalf of the Shares Depositor and the Trust, and by NMAC, on behalf of NILT Trust and Nissan-Infiniti LT (as used herein, the Depositor, NILT Trust and Nissan-Infiniti LT, collectively, the “Registrants”) and either (i) has been declared effective under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder is not proposed to be amended or (ii) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”) has been declared effective, either (i) any additional registration statement (the “additional registration statement”) relating to the Notes has been filed with the Commission pursuant to rule 462(b) (“Rule 462(b)”) under the Securities Act Rules and Regulations”); one declared effective upon filing, and the Notes have been registered under the Securities Act pursuant to the initial registration statement and such additional registration statement or more amendments (ii) any such additional registration statement proposed to be filed with the Commission pursuant to Rule 462(b) will become effective upon filing pursuant to Rule 462(b) and upon such filing, the Notes will have been duly registered under the Securities Act pursuant to the initial registration statement and such additional registration statement. If the Registrants do not propose to amend the initial registration statement, any such additional registration statement or any post-effective amendment to either such registration statement have been or may be so prepared filed with the Commission prior to the execution and filed. The delivery of this Agreement, then the most recent amendment (if any) to each such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Securities Act (the “Rule 462(c)”) or Rule 462(b). For purposes of this Agreement, “Effective Date”) are respectively hereinafter referred Time” with respect to as the “Registration Statement” initial registration statement or, if filed prior to the execution and delivery of this Agreement, the “Prospectus”, except that additional registration statement means (iA) if the Company files a Registrants have advised the Representative that they do not propose to amend such registration statement, the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) or (B) if the Registrants have advised the Representative that they propose to file an amendment or post-effective amendment to such registration statement, then the term “Registration Statement” shall, from date and after the declaration time as of the effectiveness of such post-effective amendment by the Commission, refer to which such registration statement as amended by such amendment or post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after is declared effective by the Commission. If the Registrants have advised the Representative that they propose to file, but have not filed, an additional registration statement, “Effective Time” with respect to such additional registration statement means the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” which such registration statement is filed and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer becomes effective pursuant to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresRule 462(b).

Registration Statement and Prospectus. In connection with the OfferingA registration statement on Form S-3 (File No. 333-211924), including a preliminary prospectus, has been prepared by the Company has prepared and was initially filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for June 9, 2016, in accordance with the registration applicable requirements of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more ) for the registration of the Units. The Company has prepared and filed such amendments to thereto and such registration statement amended prospectus as may have been or required to the date hereof, and will file such additional amendments and supplements thereto as may hereafter be so prepared and filedrequired. The registration statement on Form S-11 S-3 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that that: (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and ; and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares Units as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-197476) on Form S-11 S-1 for the registration of the Shares Units under the Securities Act of 1933, as amended 1933 (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 S-1 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares Units as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of the Registration Statement and of each post-effective amendment to the Registration Statement, unless the context otherwise requires.. 1

Registration Statement and Prospectus. In ------------------------------------- connection with the OfferingInitial Remarketing, Second Remarketing, in the event of a Failed Initial Remarketing, or Third Remarketing, in the event of a Failed Second Remarketing, if and to the extent required in the opinion of counsel (which need not be a formal written opinion) for each of the Remarketing Agent and the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933Duke Capital by applicable law, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file interpretations in effect at the time the Registration Statement of such Initial Remarketing, Second Remarketing or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c)Third Remarketing, as the case may be, from the Company and after the date on which it Duke Capital (i) shall use their reasonable efforts to have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related registration statement relating to the Shares as contemplated by Rule 430 or Rule 430A of Senior Notes effective under the Securities Act Rules and Regulations included at any time as part of 1933 prior to the third Business Day immediately preceding August 16, 2004, in the case of the Registration StatementInitial Remarketing, September 16, 2004, in the case of the Second Remarketing and October 16, 2004, in the case of the Third Remarketing, (ii) if requested by the Remarketing Agent shall furnish a current preliminary prospectus and, if applicable, a current preliminary prospectus supplement to be used by the Remarketing Agent in the Initial Remarketing not later than seven Business Days prior to August 16, 2004, in the case of the Initial Remarketing, September 16, 2004, in the case of the Second Remarketing and October 16, 2004, in the case of the Third Remarketing (or such earlier date as the Remarketing Agent may reasonably request) and in such quantities as the Remarketing Agent may reasonably request, and (iii) shall furnish a current final prospectus and, if applicable, a final prospectus supplement to be used by the Remarketing Agent in the Initial Remarketing not later than the third Business Day immediately preceding August 16, 2004, in the case of the Initial Remarketing, September 16, 2004, in the case of the Second Remarketing and October 16, 2004, in the case of the Third Remarketing, in such quantities as the Remarketing Agent may reasonably request, and shall pay all expenses relating thereto. As used hereinIn the event of a Failed Third Remarketing and in connection with the Final Remarketing, if and to the extent required in the opinion of counsel (which need not be a formal written opinion) for each of the Remarketing Agent and the Company and Duke Capital by applicable law, regulations or interpretations in effect at the time of such Final Remarketing, the terms “Registration Statement”Company and Duke Capital (i) shall use their reasonable efforts to have a registration statement relating to the Senior Notes effective under the Securities Act of 1933 prior to the third Business Day immediately preceding the Purchase Contract Settlement Date, “(ii) if requested by the Remarketing Agent, shall furnish a current preliminary Prospectus” and “Prospectus” shall include the documentsprospectus and, if anyapplicable, incorporated a current preliminary prospectus supplement to be used by reference therein. As used herein, the term “Effective Date” also shall refer Remarketing Agent in the Final Remarketing not later than seven Business Days prior to the effective Purchase Contract Settlement Date (or such earlier date as the Remarketing Agent may reasonably request) and in such quantities as the Remarketing Agent may reasonably request, and (iii) shall furnish a current final prospectus and, if applicable, a final prospectus supplement to be used by the Remarketing Agent in the Final Remarketing not later than the third Business Day immediately preceding the Purchase Contract Settlement Date in such quantities as the Remarketing Agent may reasonably request, and shall pay all expenses relating thereto. The Company and Duke Capital shall also take all such actions as may (upon advice of counsel to each post-effective amendment to of the Registration StatementCompany and Duke Capital and the Remarketing Agent) be necessary or desirable under state securities or blue sky laws in connection with the Initial Remarketing, unless the context otherwise requiresSecond Remarketing, Third Remarketing and/or Final Remarketing.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and RegulationsAct”); one or more amendments to such registration statement have been or may be so prepared and filed. The , a registration statement on Form S-11 S-3 (File No. 333-159673) relating to securities to be issued from time to time by the Company, including the Shares. Such registration statement, as amended, including the financial statements, exhibits and the prospectus contained schedules thereto or incorporated by reference therein, as finally amended at the date the registration statement time it became effective and as thereafter amended by any post-effective amendment, is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to in this Agreement as the “Registration Statement.” The prospectus in the form included in the Registration Statement at the time of the initial filing of such Registration Statement with the Commission and as such prospectus is amended from time to time is referred to in this Agreement as the “Base Prospectus.” The preliminary prospectus supplement relating to the offering of the Shares filed by the Company with the Commission pursuant to Rule 424(b) under the Act together with the Base Prospectus is referred to in this Agreement as the “Pre-Pricing Prospectus.” The final prospectus supplement relating to the offering of the Shares filed by the Company with the Commission pursuant to Rule 424(b) under the Act together with the Base Prospectus is referred to in this Agreement as the “Prospectus”, except that (i) if .” If the Company files another registration statement with the Commission to register a post-effective amendment portion of the Shares pursuant to such registration statementRule 462(b) under the Act (the “Rule 462 Registration Statement”), then the term any reference to “Registration Statement” shallherein shall be deemed to include the registration statement on Form S-3 (File No. 333-159673) and the Rule 462 Registration Statement, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to as each such registration statement as may be amended pursuant to the Act. “Time of Sale Information” shall mean the Pre-Pricing Prospectus, together with the information to be conveyed orally identified in Schedule II hereto. All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Pre-Pricing Prospectus, the Prospectus or the Time of Sale Information, or any amendments or supplements to any of the foregoing, shall be deemed to refer to and include any documents incorporated by such post-effective amendmentreference therein, and shall include any copy thereof filed with the term Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”). Any reference in this Agreement to the Registration Statement, the Base Prospectus” , the Pre-Pricing Prospectus or the Prospectus shall be deemed to refer to and include the amended prospectus then on file with the Commission, and (ii) if the prospectus filed documents incorporated by the Company reference therein pursuant to either Rule 424(b) or 424(c) Item 12 of Form S-3 under the Act, as of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time date of the Registration Statement Statement, the Base Prospectus, the Pre-Pricing Prospectus or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related any reference to the Shares as contemplated by Rule 430 any amendment or Rule 430A of the Securities Act Rules and Regulations included at any time as part of supplement to the Registration Statement, the Base Prospectus, the Pre-Pricing Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that, upon filing, are incorporated by reference therein, as required by paragraph (b) of Item 12 of Form S-3. As used herein, the terms (i) “Registration Statement”, “preliminary ProspectusIncorporated Documents” and “Prospectus” shall include means the documents, if any, documents that at the time of filing are incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to in the Registration Statement, unless the context otherwise requiresBase Prospectus, the Pre-Pricing Prospectus, the Prospectus or any amendment or supplement thereto; and (ii) “Applicable Time” means 8:30 a.m. (New York City time) September 24, 2009 or such other time as agreed by the Company, Iridium and the Underwriters.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 (No. 333-128662), for the registration of the Shares under the Securities Act of 19331933 Act, as amended (amended, and has filed such amendments thereto as may have been required to the “Securities Act”)date hereof. Such registration statement has been and is currently effective, and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are threatened by the Commission. Pre-effective amendment number one to the registration statement, as amended, and the rules and regulations of amended prospectus on file with the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date time the registration statement is declared effective by the Commission (the “Effective Date”) became effective, are respectively hereinafter referred to as called the “Registration Statement” and the “Prospectus”, respectively, except that that: (i) if If the Company files a post-effective amendment to such registration statementthe Registration Statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as amended by such post-effective amendmentamendment thereto, and the term “Prospectus” shall refer to the amended prospectus Prospectus then on file with the Commission, and ; and (ii) if If the prospectus Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c(c) of the Securities Act Rules and Regulations of the Commission under the 1933 Act (the “Regulations”) shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, thereto shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form SB-2 (File No. 333- 333-_________) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “"Securities Act”"), of the Securities, and may have filed one or more amendments thereto, copies of which have heretofore been delivered to you. The registration statement, including the prospectus, financial statements and exhibits, when it shall become effective, and such additional information, if any, with respect to the offering permitted to be omitted from such registration statement when it becomes effective if subsequently filed with the Commission pursuant to Rule 430A of the General Rules and Regulations of the Commission under the Securities Act (the "Rules under the Securities Act"), is hereinafter called the "Registration Statement" and the final prospectus included as part of the Registration Statement is herein called the "Prospectus", except that, if any revised prospectus shall be provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Company pursuant to Rule 424(b) of the Rules under the Securities Act), the term "Prospectus" shall refer to such revised prospectus from and after the time it is first provided to the Underwriters for such use. The term "Preliminary Prospectus" as used in this agreement means a preliminary prospectus as defined in Rule 430 of the Rules under the Securities Act. The Securities Act, the Securities Exchange Act of 1934, as amended ("Exchange Act"), and the rules and regulations of the Commission promulgated thereunder (are sometimes collectively referred to in this agreement as the “Securities Act Rules "Acts." All contracts and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective documents required by the Commission (the “Effective Date”) are respectively hereinafter referred Acts to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file be filed or submitted in connection with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 so filed or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiressubmitted.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333- 333-261111) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more ) of the Commission thereunder, and such amendments to such registration statement as may have been or may be so prepared and filedrequired to the date of this underwriting agreement (this “Agreement”). The Such registration statement on became effective upon filing with the Commission. Each part of such registration statement, including the amendments, exhibits and any schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-11 S-3 under the Securities Act and the prospectus contained therein, as finally amended at documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the date the registration statement is declared effective by the Commission Securities Act (the “Effective DateRule 430B Information”) are respectively hereinafter referred or otherwise pursuant to the Rules and Regulations, as of the time the Registration Statement became effective, is herein called the “Registration Statement.” and Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Prospectus”Rule 462(b) Registration Statement” and, except that (ifrom and after the date and time of filing of the Rule 462(b) if the Company files a post-effective amendment to such registration statementRegistration Statement, then the term “Registration Statement” shallshall include the Rule 462(b) Registration Statement. The prospectus in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), from that describes the Securities and after the declaration offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the effectiveness final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of such post-effective amendment by this Agreement, the Commission, refer to such registration statement as amended by such post-effective amendment, Company will prepare and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, Commission a final prospectus supplement to the Base Prospectus relating to the Securities and (ii) if the prospectus filed by offering thereof in accordance with the Company pursuant to either provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final prospectus supplement, together with the Base Prospectus, in the form filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or 424(c) the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations shall differ from the prospectus on file at the time to be a part of or included in the Registration Statement Statement, the Base Prospectus, any Preliminary Prospectus or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to the Shares as contemplated by Rule 430 amendments or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment supplements to the Registration Statement, unless the context Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated by reference therein or otherwise requiresdeemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-[ • ]) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-140887), for the registration of the up to $1,237,500,000 in Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary prospectus related separate registration statement is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the DRIP (a “DRIP Registration Statement. As used herein”), the terms term “Registration Statement” shall refer to such DRIP Registration Statement from and after the declaration of effectiveness of such DRIP Registration Statement, as such registration statement may be amended or supplemented from time to time. If a separate prospectus is filed and becomes effective with respect solely to the DRIP (a “DRIP Prospectus”), “preliminary Prospectus” and the term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such DRIP Prospectus from and after the effective date declaration of each post-effective amendment effectiveness of such DRIP Prospectus, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under "), in accordance with the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (the “Securities Act "Rules and Regulations”", and together with said Act, the "Act"); , a registration statement on Form SB-2 (File No. 333-4490) and may have filed one or more amendments thereto, including in such registration statement and in certain amendments thereto a related preliminary prospectus for the registration under the Act of the Shares. In addition, subject to the provisions of Section 4(e) hereof, the Company has filed or will promptly file a further amendment to such registration statement have been or may be so prepared prior to the effectiveness of such registration statement, unless an amendment is not required pursuant to Rule 430A of the Rules and filedRegulations. The As used in this Agreement, the term "Registration Statement" means such registration statement on Form S-11 statement, including the prospectus, financial statements and the prospectus contained thereinschedules thereto, exhibits and other documents filed as part thereof, as finally amended at when, and in the date the registration statement form in which, it is declared effective by the Commission, and, in the event any post-effective amendment thereto is filed thereafter and on or before the Closing Date (ashereinafter defined), shall also mean (from and after the date such post-effective amendment is effective under the Act) such registration statement as so amended, provided that such Registration Statement, at the time it becomes effective, may omit such information as is permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A of the Rules and Regulations, which information ("Rule 430 Information") shall be deemed to be included in such Registration Statement when a final prospectus is filed with the Commission in accordance with Rules 430A and 424(b)(1) or (4) of the Rules and Regulations; the term "Preliminary Prospectus" means each prospectus included in the Registration Statement, or any amendments thereto, before it becomes effective under the Act, the form of prospectus omitting Rule 430A Information included in the Registration 2 Statement when it becomes effective, if applicable (the “Effective Date”"Rule 430A Prospectus"), and any prospectus filed by the Company with your consent pursuant to Rule 424(a) are respectively hereinafter referred to under the Act; the term "Prospectus" means the final prospectus included as part of the “Registration Statement” and the “Prospectus”, except that (i) if any prospectus (including any preliminary prospectus) which differs from such prospectus included in the Company files a post-effective amendment Registration Statement is provided to such registration statement, then you for use in connection with the term “Registration Statement” shall, from and after the declaration offering of the effectiveness of Shares (whether or not such post-effective amendment by the Commission, refer differing prospectus is required to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus be filed by the Company pursuant to either Rule 424(b) or 424(c) of under the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment theretoAct), if any, shall have become effective, then the term “"Prospectus” " as used herein shall refer to mean such differing prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary first used, and (ii) in the event any supplement to or amendment of such prospectus related is made after the date on which the Registration Statement is declared effective and on or prior to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used hereinClosing Date, the term “"Prospectus" shall also mean (with respect to any supplement, from and after the date such supplement is first used or, with respect to any amendment, the date such amendment is effective under the Act) such prospectus as so supplemented or amended; and the term "Effective Date” also shall refer " means (i) if the Company and you have determined not to proceed pursuant to Rule 430A under the effective Act, the date on which the Registration Statement becomes effective, or (ii) if the Company and you have determined to proceed pursuant to Rule 430A under the Act, the date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthis Agreement.

Registration Statement and Prospectus. In connection with the OfferingA registration statement on Form S-11 (File No. 333-196681), including a preliminary prospectus, has been prepared by the Company has prepared and was initially filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for June 11, 2014, in accordance with the registration applicable requirements of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more ) for the registration of the Offering. The Company has prepared and filed such amendments to thereto and such registration statement amended prospectus as may have been or required to the date hereof, and will file such additional amendments and supplements thereto as may hereafter be so prepared and filedrequired. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that that: (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and ; and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus ▇▇▇▇▇ Financial, LLC Selected Dealer Agreement filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-178651) on Form S-11 for the registration of the Common Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is was first declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Common Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.