Participating Dealer Agreement Sample Contracts

STEADFAST APARTMENT REIT III, INC. FORM OF DEALER MANAGER AGREEMENT Up to $1,300,000,000 in Shares of Common Stock, $0.01 par value per share
Participating Dealer Agreement • November 12th, 2015 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts • New York
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Prospect Flexible Income Fund, Inc., Los Angeles, California 90045 Re: Dealer Manager Agreement Ladies and Gentlemen:
Participating Dealer Agreement • August 6th, 2020 • Prospect Flexible Income Fund, Inc. • California

Prospect Flexible Income Fund, Inc., a Maryland corporation (formerly known as TP Flexible Income Fund, Inc.) (the “Company”), has registered for public sale (the “Offering”) shares of its Class A common stock, $0.001 par value per share (the “Common Stock”), to be issued and sold to the public on a “best efforts” basis (the “Offered Shares”) through you as the managing dealer (the “Dealer Manager”) and the broker-dealers participating in the offering (the “Participating Dealers”). The Offered Shares will be sold at the initial offering prices, which may be subject to change, as more fully described in its registration statement on Form N-2 filed by the Company with the Securities and Exchange Commission (the “Commission”) (currently File No. 333-230251 and including any subsequent registration statement to the extent that it continues the Offering) (as may be amended or supplemented from time to time, the “Registration Statement”), which includes the Company’s prospectus, as amended o

GREEN REALTY TRUST, INC. Up to $1,650,000,000 in Shares of Common Stock, $0.01 par value per share DEALER MANAGER AGREEMENT December 3, 2010
Participating Dealer Agreement • December 8th, 2010 • Green Realty Trust, Inc. • Real estate investment trusts • Illinois

Green Realty Trust, Inc., a Maryland corporation (the “Company”), has registered for public sale (the “Offering”) a maximum of $1,650,000,000 in shares of its common stock, $0.01 par value per share (the “Common Stock”), of which amount: (i) up to $150,000,000 in shares of Common Stock are to be offered pursuant to the Company’s distribution reinvestment plan for a purchase price of $9.50 per share (the “DRIP Shares”); and (ii) up to $1,500,000,000 in shares of Common Stock (the “Primary Shares” and, together with the DRIP Shares, the “Offered Shares”) are to be issued and sold to the public on a “best efforts” basis through you (the “Dealer Manager”) as the managing dealer and the broker-dealers participating in the offering (the “Participating Dealers”) at an initial offering price of $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares purchased and for certain categories of purchasers). The Company has reserved the right to reallocate the

NORTHSTAR REAL ESTATE INCOME TRUST, INC. Up to $1,100,000,000 in Shares of Common Stock, $0.01 par value per share FORM OF DEALER MANAGER AGREEMENT
Participating Dealer Agreement • March 17th, 2010 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York
PALADIN REALTY INCOME PROPERTIES, INC. Up to 38,500,000 Shares of Common Stock, $0.01 par value per share/$385,000,000 DEALER MANAGER AGREEMENT
Participating Dealer Agreement • February 1st, 2005 • Paladin Realty Income Properties Inc • Real estate investment trusts • California
BOUSTEAD SECURITIES, LLC
Participating Dealer Agreement • December 21st, 2017 • HC Government Realty Trust, Inc. • Real estate investment trusts • South Carolina
STEADFAST ALCENTRA GLOBAL CREDIT FUND FORM OF AMENDED AND RESTATED DEALER MANAGER AGREEMENT Up to $3,000,000,000 in Common Shares of Beneficial Interest, $0.001 par value per share
Participating Dealer Agreement • January 18th, 2018 • Stira Alcentra Global Credit Fund • Delaware

Steadfast Alcentra Global Credit Fund, a Delaware Statutory Trust (the “Fund”), has registered for public sale (the “Offering”) a maximum of $3,000,000,000 in common shares of beneficial interest, $0.001 par value per share (the “Common Shares”), to be issued and sold to the public on a “best efforts” basis (the “Offered Shares”) through you (the “Dealer Manager”) as the managing dealer and the broker-dealers participating in the Offering (the “Participating Dealers”) as follows: (i) Class A Shares will be sold at an offering price equal to the Fund’s then-current net asset value (“NAV”) per share plus selling commissions and dealer manager fees (each as described below) of up to 6.0% and 2.0%, respectively; (ii) Class T Shares will be sold at an offering price equal to the Fund’s then-current NAV per share plus selling commissions and dealer manager fees (each as described below) of up to 3.0% and 2.0%, respectively; (iii) Class D Shares will be sold at an offering price equal to the

GRIFFIN-AMERICAN HEALTHCARE REIT II, INC. UP TO $1,650,000,000 IN SHARES OF COMMON STOCK DEALER MANAGER AGREEMENT November 28, 2012
Participating Dealer Agreement • November 29th, 2012 • Griffin-American Healthcare REIT II, Inc. • Real estate investment trusts • California

Griffin-American Healthcare REIT II, Inc., a Maryland corporation (the “Company”), registered $1,650,000,000 in shares of its common stock, $.01 par value per share (the “Shares”), for sale to the public (the “Offering”), of which (i) $1,500,000,000 in Shares are being offered pursuant to the primary offering and (ii) $150,000,000 in Shares are being offered pursuant to the Company’s distribution reinvestment plan (the “DRIP”) (SEC File No. 333-181928). The Company reserves the right to reallocate the Shares being offered between the primary offering and the DRIP. Except as described in the Prospectus (as defined below) or in Section 5.1 hereof, the Shares are to be sold pursuant to the primary offering for a cash price of $10.22 per Share and the Shares are to be sold pursuant to the DRIP for $9.71 per Share.

STRATEGIC CAPITAL INVESTORS, LLC PARTICIPATING DEALER AGREEMENT TerraCycle US Inc. Shares of Class A (Non-Voting) Preferred Stock
Participating Dealer Agreement • November 16th, 2017 • TerraCycle US Inc. • Refuse systems • Virginia

The undersigned, Strategic Capital Investors, LLC, a Michigan limited liability company (the "Placement Agent"), has entered into Exclusive Placement Agency Agreements dated August 14, 2017 with TerraCycle US Inc., a Delaware corporation (the "Company"), and JH Terra LLC, a stockholder of TerraCycle, Inc., the parent company of the Company, for the sale (the "Offering") of up to 250,000 shares of Class A (Non-Voting) Preferred Stock (the "Shares") of the Company, pursuant to which the Placement Agent has agreed to use its best efforts, together with a group of licensed securities dealers (a "Dealer" if singular or the "Dealers" if plural), to solicit offers for the purchase of the Shares. The Placement Agency Agreements are attached hereto as Exhibit A (together, the “Placement Agency Agreement”). The Company has prepared and filed an Offering Statement on Form 1-A, File No. 024-10734 (together with all amendments thereto, the "Offering Statement") with the Securities and Exchange Comm

FORM OF PARTICIPATING DEALER AGREEMENT
Participating Dealer Agreement • December 21st, 2017 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts • New York

Nuveen Securities, LLC, as the dealer manager (“Dealer Manager”) for Nuveen Global Cities REIT, Inc. (the “Company”), a Maryland corporation which will be taxed as a real estate investment trust, invites you (the “Dealer”) to participate in the distribution of shares of common stock, $0.01 par value per share, of the Company (“Common Stock”) subject to the following terms:

GRIFFIN-BENEFIT STREET PARTNERS BDC CORP. UP TO 150,000,000 SHARES OF COMMON STOCK DEALER MANAGER AGREEMENT December 11, 2014
Participating Dealer Agreement • December 23rd, 2014 • Griffin-Benefit Street Partners BDC Corp. • California

Griffin-Benefit Street Partners BDC Corp., a Maryland corporation (the “Company”), is registering for public sale a maximum of up to 150,000,000 in shares (the “Shares”) of its common stock, $0.001 par value per share (the “Common Stock”), (the “Offering”), to be issued and sold at an initial offering price of $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares purchased). The minimum purchase by any one person shall be $2,500 in Shares except as otherwise indicated in the Prospectus (as defined in Section 1.1 below) or in any letter or memorandum from the Company to Griffin Capital Securities, Inc. (the “Dealer Manager”). It is anticipated that the Dealer Manager will enter into participating dealer agreements (each a “Participating Dealer Manager Agreement”) in the form attached to this Dealer Manager Agreement with other broker-dealers participating in the Offering (each dealer being referred to herein as a “Dealer” and said dealers being

PARTICIPATING DEALER AGREEMENT
Participating Dealer Agreement • April 14th, 2023 • Belpointe PREP, LLC • Real estate • New York

Emerson Equity LLC, a California limited liability company, as the dealer manager (the “Dealer Manager”) for Belpointe PREP, LLC, a Delaware limited liability company (the “Company”), invites you (the “Dealer”) to participate in the distribution of Class A units (the “Units”) representing limited liability company interest in the Company subject to the terms of this Participating Dealer Agreement (the “Agreement”).

FORM OF PARTICIPATING DEALER AGREEMENT NORTHEND INCOME PROPERTY TRUST INC. Up to $2,250,000,000 in Shares of Common Stock, $0.01 par value per share Dated: ____________, 200___
Participating Dealer Agreement • May 13th, 2009 • NorthEnd Income Property Trust Inc. • Real estate investment trusts • New York

Subject to the terms described herein, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the distributor (the “Distributor”) for NorthEnd Income Property Trust Inc., a Maryland corporation (the “Company”), invites you (“Participating Dealer”) to participate in the distribution, on a “best efforts” basis, of up to $2,250,000,000 in shares of common stock of the Company, $0.01 par value per share (the “Common Stock”), to the public (the “Offering”), of which amount: (a) up to $2,000,000,000 in shares of Common Stock are being offered to the public pursuant to the Company’s primary offering (the “Primary Shares”); and (b) up to $250,000,000 in shares of Common Stock are being offered to stockholders of the Company pursuant to the Company’s distribution reinvestment plan (the “DRIP Shares” and, together with the Primary Shares, the “Offered Shares”). The Primary Shares are to be issued and sold to the public at a purchase price equal to the sum of: (i) the Company’s net asset value (“

AEI INCOME & GROWTH FUND 24 LLC
Participating Dealer Agreement • April 12th, 2001 • Aei Income & Growth Fund 24 LLC • Real estate • Minnesota
LIGHTHOUSE LIFE CAPITAL, LLC MANAGING BROKER-DEALER AGREEMENT
Participating Dealer Agreement • December 30th, 2021 • Lighthouse Life Capital, LLC • Life insurance • Illinois

Lighthouse Life Capital, LLC , a Delaware limited liability company (the “Company”), is qualifying for the public sale of a maximum of its 8.5% senior beacon bonds or Class A Bonds, and its 6.5% senior beacon bonds, or Class B Bonds (the “Bonds”), pursuant to an exemption from registration under Regulation A (“Regulation A”) promulgated by the Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933 (the “Securities Act”), at the purchase price per Bond set forth in the Offering Statement (as defined below) (the “Offering”). The Company desires to appoint International Assets Advisory LLC (“IAA”), a Florida limited liability company, as managing broker-dealer for the Offering (the “Managing Broker-Dealer”) on the terms and conditions described herein. The Managing Broker-Dealer shall have the right to enter into (i) Participating Dealer Agreements substantially in the form attached to this Managing Broker-Dealer Agreement (this “Agreement”) as “Exhibit B” with

PARTICIPATING DEALER AGREEMENT
Participating Dealer Agreement • January 21st, 2022 • Alabama
GK INVESTMENT PROPERTY HOLDINGS II, LLC PARTICIPATING DEALER AGREEMENT
Participating Dealer Agreement • January 14th, 2020 • GK Investment Property Holdings II LLC • Real estate • California

JCC Advisors, LLC, a Texas limited liability company, as the managing broker-dealer (“Managing Broker-Dealer”) for GK Investment Property Holdings II, LLC, a Delaware limited liability company (the “Company”), invites you (the “Dealer”) to participate in the distribution, on a “best efforts basis,” to the public (the “Offering”) of up to $50,000,000 of 7% bonds of the Company (“Bonds”) subject to the following terms:

MOODY NATIONAL REIT I, INC. Up to $1,100,000,000 in Shares of Common Stock, $0.01 par value per share FORM OF DEALER MANAGER AGREEMENT [ ], 2009
Participating Dealer Agreement • February 23rd, 2009 • Moody National REIT I, Inc. • Real estate investment trusts • Delaware

Moody National REIT I, Inc., a Maryland corporation (the “Company”), has registered for public sale (the “Offering”) a maximum of $1,100,000,000 in shares of its common stock, $0.01 par value per share (the “Common Stock”), of which amount: (i) up to $100,000,000 in shares of Common Stock are to be offered pursuant to the Company’s distribution reinvestment plan for a purchase price of $9.50 per share (the “DRIP Shares”); and (ii) up to $1,000,000,000 in shares of Common Stock (the “Primary Shares” and, together with the DRIP Shares, the “Offered Shares”) are to be issued and sold to the public on a “best efforts” basis through you (the “Dealer Manager”) as the managing dealer and the broker-dealers participating in the offering (the “Participating Dealers”) at an initial offering price of $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares purchased and for certain categories of purchasers). The Company has reserved the right to reallocate t

PARTICIPATING DEALER AGREEMENT TRILOMA EIG GLOBAL ENERGY FUND
Participating Dealer Agreement • July 20th, 2015 • Triloma EIG Global Energy Fund • Florida

Subject to the terms hereof, Triloma Securities, LLC, as the dealer manager (“Dealer Manager”) for Triloma EIG Global Energy Fund, a Delaware statutory trust (the “Fund”), invites you, (“Participating Dealer”) to participate in the distribution, on a best efforts basis, of up to 39,001 common shares of beneficial interest of the Fund (the “Common Shares”), to be issued and sold to the public on a “best efforts” basis (the “Offered Shares”) at an initial offering price of $25.64 per share (which offering price is subject to change as described in the Prospectus (as defined below)) as set forth in the Registration Statement filed by the Fund, which includes the Fund’s prospectus, as amended or supplemented (the “Prospectus”) and the Statement of Additional Information. Triloma Energy Advisors, LLC is the investment adviser of the Fund (the “Adviser”). EIG Credit Management Company, LLC is the investment sub-adviser of the Fund (the “Sub-Adviser”).

STIRLING HOTELS & RESORTS, INC. Offerings of Shares DEALER MANAGER AGREEMENT Dated: [__]
Participating Dealer Agreement • February 2nd, 2024 • Stirling Hotels & Resorts, Inc. • Real estate investment trusts • Texas

Stirling Hotels & Resorts, Inc. (the “Company”) will offer to accredited investors only (the “Offering”) shares of common stock, par value $0.01 per share in the Company (the “Common Stock”), which may consist of Class T, Class S, Class D and Class I shares of Common Stock (the “Shares”) to be offered and sold on the terms and conditions set forth in the Company’s confidential private placement memorandum, as the same may be amended or supplemented (the “Memorandum”). The Offering shall be comprised of up to $900,000,000 in Shares (the “Primary Shares”) that will be issued and sold pursuant to a primary offering (the “Primary Offering”) and up to $100,000,000 in Shares (the “DRP Shares”) pursuant to the Company’s distribution reinvestment plan (the “DRP”), provided that the Company has reserved the right to reallocate the Shares between the Primary Offering and the DRP and may increase the size of the Offering in its discretion. Further, the Company reserves the right to conduct follow

PALADIN REALTY INCOME PROPERTIES, INC. Up to $725,000,000 in Shares of Common Stock, $0.01 par value per share FORM OF PARTICIPATING DEALER AGREEMENT Dated: , 200
Participating Dealer Agreement • July 22nd, 2011 • Paladin Realty Income Properties Inc • Real estate investment trusts • California

Subject to the terms described herein, KBR Capital Markets, LLC, as the dealer manager (“Dealer Manager”) for Paladin Realty Income Properties, Inc., a Maryland corporation (the “Company”), invites you (“Participating Dealer”) to participate in the distribution, on a best efforts basis, of up to $725,000,000 in shares of common stock of the Company, $0.01 par value per share (the “Common Stock”), of which amount: (i) up to $75,000,000 in shares of Common Stock are being offered pursuant to the Company’s Amended and Restated Distribution Reinvestment Plan for a purchase price of $9.50 per share (the “DRIP Shares”); and (ii) up to $650,000,000 in shares of Common Stock (the “Primary Shares” and together with the DRIP Shares, the “Offered Shares”), at an initial offering purchase price of $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares purchased). Notwithstanding the foregoing, the Company has reserved the right to reallocate the Offered Sha

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PARTICIPATING DEALER AGREEMENT For Shares in SMART RX SYSTEMS, INC.
Participating Dealer Agreement • June 21st, 2022 • Smart Rx Systems Inc • Retail-drug stores and proprietary stores • Florida

Smart Rx Systems, Inc., a Florida corporation (the “Company”), proposes to issue and sell 4,500,000 shares of Series REG A Non-Voting Cumulative Convertible Secured preferred stock (the “Series REG A”) and 500,000 shares of Class REG A Super-Voting Preemptive Rights Convertible common stock at par value $0.0001 per share (the “Class REG A”) to investors deemed acceptable to the Company (the “Investors”) in a public offering pursuant to Regulation A Tier II (the “Offering”) for a total offering amount of $50,000,000.00 (the “Offering Amount”). Together, the Series REG A Shares and the Class REG A Shares shall be referred to as the “REG A Shares.” The minimum purchase by any one Investor shall be 900 shares of Series REG A shares in conjunction with 100 shares of Class REG A shares, which equals an aggregate amount of $10,000. Each individual investment shall maintain a 9:1 ratio between Series REG A shares and Class REG A Shares, which can be waived by the Company under certain circumst

DEALER MANAGER AGREEMENT $50,000,000 of 6.00% Senior Secured Bonds
Participating Dealer Agreement • June 2nd, 2020 • Gladstone Companies, Inc. • Investment advice • Georgia

The Gladstone Companies, Inc., a Delaware corporation (the “Company”), is offering a maximum of $50,000,000 of its 6.00% senior secured bonds (the “Bonds”), for sale to the public (the “Offering”), pursuant to Regulation A of the Securities Act of 1933, as amended. Except as described in the Offering Circular (as defined below) or in Section 5 hereof, the Bonds are to be sold pursuant to the Offering at a price of $25.00 per Bond.

APPENDIX A FORM OF PARTICIPATING DEALER AGREEMENT NORTHSTAR REAL ESTATE CAPITAL INCOME FUND Up to $3,000,000,000 in Common Shares, $0.001 par value per share FORM OF PARTICIPATING DEALER AGREEMENT Dated:
Participating Dealer Agreement • December 24th, 2015 • NorthStar Real Estate Capital Income Fund • New York

NorthStar Securities, LLC, as the dealer manager (the “Dealer Manager”) for NorthStar Real Estate Capital Income Fund, a Delaware statutory trust (the “Trust”), invites you (“Participating Dealer”) to participate in the distribution of shares of beneficial interest of the Trust subject to the following terms:

PARTICIPATING DEALER AGREEMENT for Shares in StreamNet, Inc.
Participating Dealer Agreement • March 18th, 2019 • StreamNet, Inc. • Retail-record & prerecorded tape stores • New York

The undersigned, SW Financial, LLC, a New York Limited Liability Company (the “Managing Broker-Dealer”), has entered into an agreement (the “MBD Agreement”) with StreamNet, Inc., a Nevada Corporation (the “Company”) for the sale (the “Offering”) of up to Eighteen Million Dollars ($18,000,000) of shares of common stock (the “Shares”) in the Company, pursuant to which the Managing Broker-Dealer has agreed to use its best efforts to form and manage, as the Managing Broker-Dealer, a group of securities dealers (the “Dealers”) for the purpose of soliciting offers for the purchase of the Shares. The MBD Agreement is attached as Exhibit A. The Company has prepared and filed an Offering Statement on Form 1-A, File No.: 024-10590 (together with all amendments thereto, the “Offering Statement”) with the Securities and Exchange Commission (“SEC”). The date the Offering Statement is qualified by SEC shall be referred to herein as the “Qualification Date.” The Shares will be offered during a period

AEI CORE PROPERTY INCOME TRUST, INC. PARTICIPATING DEALER AGREEMENT
Participating Dealer Agreement • August 29th, 2011 • AEI Core Property Income Trust, Inc • Minnesota

AEI Securities, Inc., as dealer-manager (the “Dealer-Manager”) for AEI Core Property Income Trust, Inc., a Minnesota corporation (the “Company”) invites you (“Dealer”) to participate in the distribution of shares of common stock (the “Shares”), subject to the terms set forth below.

HC GOVERNMENT REALTY TRUST, INC. managing broker-dealer AGREEMENT
Participating Dealer Agreement • April 25th, 2017 • HC Government Realty Trust, Inc. • Real estate investment trusts • South Carolina

HC Government Realty Trust, Inc., a Delaware limited liability company (the “Company”), has qualified for public sale up to $30,000,000 (the “Maximum Offering Amount”) of its common stock (the “Shares”) for a purchase price of $10.00 per Share (the “Offering”), pursuant to an exemption from registration pursuant to: (i) Regulation A (“Regulation A”) promulgated by the Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933 (the “Securities Act”); and (ii) applicable blue sky exemptions. The Company desires to appoint SANDLAPPER Securities, LLC, a South Carolina limited liability company (“SANDLAPPER”), as the managing broker-dealer for the Offering (the “Managing Broker-Dealer”) on the terms and conditions described herein. The Managing Broker-Dealer shall have the right to enter into Participating Dealer Agreements substantially in the form attached to this Managing Broker-Dealer Agreement (this “Agreement”) as “Exhibit A” (a “Participating Dealer Agreement”)

AMENDMENT NO. 1 TO PARTICIPATING DEALER AGREEMENT
Participating Dealer Agreement • June 1st, 2017 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts • New York

This Amendment No. 1 to the Participating Dealer Agreement (this “Amendment”) is effective as of the date of this notice provided to you (the “Participating Dealer”) by Steadfast Capital Markets Group, LLC (the “Dealer Manager”). Capitalized terms used but not defined herein shall have the meaning set forth in the Participating Dealer Agreement (as defined below).

GK INVESTMENT HOLDINGS, LLC PARTICIPATING DEALER AGREEMENT
Participating Dealer Agreement • June 30th, 2016 • GK Investment Holdings, LLC • Real estate • Delaware

JCC Advisors, LLC, a Texas limited liability company, as the managing broker-dealer ("Managing Broker-Dealer") for GK Investment Holdings, LLC, a Delaware limited liability company (the "Company"), invites you (the "Dealer") to participate in the distribution, on a "best efforts basis," to the public (the "Offering") of up to $50,000,000 of 7% unsecured bonds of the Company ("Bonds") subject to the following terms:

APPENDIX A FORM OF PARTICIPATING DEALER AGREEMENT NORTHSTAR CORPORATE INCOME FUND-T Up to $189,376,000 in Common Shares, $0.001 par value per share FORM OF PARTICIPATING DEALER AGREEMENT Dated:
Participating Dealer Agreement • February 12th, 2016 • NorthStar Corporate Income Fund-T • New York

NorthStar Securities, LLC, as the dealer manager (the “Dealer Manager”) for NorthStar Corporate Income Fund-T, a Delaware statutory trust (the “Fund”), invites you (“Participating Dealer”) to participate in the distribution of shares of beneficial interest of the Fund subject to the following terms:

PARTICIPATING DEALER AGREEMENT
Participating Dealer Agreement • March 15th, 2012 • Fortune Vacation Travel Ltd. • Transportation services • Nevada

This Participating Dealer Agreement (the “Agreement”) is made as of the 20th day of July, 2011 by and among ________________________ (“Dealer”), and Underhill Securities Corp., a Nevada corporation (“USC”).

Participating Dealer Agreement North Carolina Department of Public Instruction (NCDPI)
Participating Dealer Agreement • February 28th, 2018 • North Carolina

This Amendment (“Amendment”) is made and entered into as of the date signed by the last party (“Amendment Effective Date”) and amends the Participating Dealer Agreement (“Agreement”) effective March 27, 2015, between NWN Corporation (“Participating Dealer”), and EC America, Inc. (“EC America”). All capitalized terms used and not otherwise defined in this Amendment shall have the meaning ascribed to them in the Agreement.

DEALER MANAGER AGREEMENT Senior Common Stock
Participating Dealer Agreement • March 28th, 2011 • Gladstone Commercial Corp • Lessors of real property, nec • Virginia

Gladstone Commercial Corporation, a Maryland corporation (the “Company”), is offering an aggregate of 3,500,000 shares of its senior common stock, par value $0.001 per share (the “Shares”) for sale to the public (the “Offering”), of which 3,000,000 Shares is intended to be offered pursuant to the primary offering and 500,000 Shares is intended to be offered pursuant to the Company’s distribution reinvestment plan (the “DRIP”). The Company reserves the right to reallocate the Shares being offered between the primary offering and the DRIP. Except as described in the Prospectus (as defined below) or in Section 5 hereof, the Shares are to be sold pursuant to the primary offering and the DRIP for a cash price of $15.00 per Share.

APPENDIX A FORM OF PARTICIPATING DEALER AGREEMENT NORTHSTAR REAL ESTATE CAPITAL INCOME FUND-T Up to $189,376,000 in Common Shares, $0.001 par value per share FORM OF PARTICIPATING DEALER AGREEMENT Dated:
Participating Dealer Agreement • February 4th, 2016 • NorthStar Real Estate Capital Income Fund-T • New York

NorthStar Securities, LLC, as the dealer manager (the “Dealer Manager”) for NorthStar Real Estate Capital Income Fund-T, a Delaware statutory trust (the “Trust”), invites you (“Participating Dealer”) to participate in the distribution of shares of beneficial interest of the Trust subject to the following terms:

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