Common use of Compliance with Applicable Laws, Rules and Regulations Clause in Contracts

Compliance with Applicable Laws, Rules and Regulations. (a) The Dealer Manager (i) is duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, (ii) is a member of FINRA in good standing, (iii) is a broker or dealer duly registered as such in those states where the Dealer Manager is required to be registered in order to carry out the Offering as contemplated by this Agreement, and (iv) it has, and its employees and representatives who will perform services hereunder have, all required licenses and registrations to act under this Agreement. There is no provision in the Dealer Manager’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the Offering as contemplated by this Agreement. (b) With respect to the Dealer Manager’s participation and the participation by each Participating Dealer in the offer and sale of the Offered Shares (including, without limitation any resales and transfers of Offered Shares), the Dealer Manager agrees to comply, and each Participating Dealer shall agree to comply in all material respects, in the executed Participating Dealer Agreement between such Participating Dealer and the Dealer Manager, in substantially the form attached as Exhibit A to this Agreement, subject to any reasonable adjustments as determined in the sole discretion of the Dealer Manager (the “Participating Dealer Agreement”), with all applicable requirements of (i) the Securities Act, the Securities Act Rules and Regulations, the Exchange Act, the Exchange Act Rules and Regulations and all other federal rules and regulations applicable to the Offering and the sale of the Offered Shares, (ii) all applicable state securities or blue sky laws, (iii) FINRA Rules applicable to the Offering, specifically including, but not in any way limited to, Conduct Rules 2340, 2420, 2730, 2740 and 2750 and FINRA Rule 2310, and (iv) the provisions of Section III.C. of the Omnibus Guidelines of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”). The Dealer Manager agrees that to the extent it executes a Participating Dealer Agreement with a Participating Dealer that deviates in any material respect from the form attached hereto as Exhibit A, that it shall provide to the Company a copy of such agreement and a summary of such deviations.

Compliance with Applicable Laws, Rules and Regulations. (a) The Dealer Manager (i) is duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, (ii) is a member of FINRA in good standing, (iii) is a broker or dealer duly registered as such in those states and jurisdictions where the Dealer Manager is required to be registered in order to carry out provide the Offering as services contemplated by this Agreement, and (iv) it has, and its employees and representatives who will perform services hereunder have, have all required approvals, licenses and registrations to act under this Agreement. There is no provision in the Dealer Manager’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the services related to the Offering as contemplated by this Agreement. (b) . With respect to the Dealer Manager’s its participation and the participation by each Participating Broker-Dealer in the offer and sale of the Offered Shares (including, without limitation any resales and transfers of Offered Shares), the Dealer Manager agrees to complyagrees, and and, by virtue of entering into the Participating Broker-Dealer Agreement, each Participating Broker-Dealer shall agree have agreed, to comply in all material respects, in the executed Participating Dealer Agreement between such Participating Dealer and the Dealer Manager, in substantially the form attached as Exhibit A to this Agreement, subject to any reasonable adjustments as determined in the sole discretion of the Dealer Manager (the “Participating Dealer Agreement”), respects with all applicable requirements of (i) the Securities Act, the Securities Act Rules and Regulations, the Exchange Act, the Securities Act Regulations and the Exchange Act Rules and Regulations and all other federal rules and regulations applicable to the Offering and the sale of the Offered Shares, (ii) all applicable state securities or “blue sky sky” laws, and (iii) the rules set forth in the FINRA Rules rulebook applicable to the Offering, which currently consists of rules promulgated by FINRA, the National Association of Securities Dealers (“NASD”) and the New York Stock Exchange (collectively, the “FINRA Rules”), specifically including, but not in any way limited to, Conduct Rules 2340, 2420, 2730, 2740 and 2750 and FINRA Rule 2310, FINRA Rule 5110, FINRA Rule 5141, NASD Rule 2340 and (iv) the provisions of Section III.C. of the Omnibus Guidelines of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”)NASD Rule 2420. The Dealer Manager agrees that to the extent it executes a Participating Broker-Dealer Agreement with a Participating Broker-Dealer that deviates in any material respect from the form attached hereto as Exhibit AA to this Agreement, that it the Dealer Manager shall provide to the Company a copy of such agreement and a summary of such deviations.

Compliance with Applicable Laws, Rules and Regulations. The Dealer Manager (a) The Dealer Manager (i) is duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, (iib) is a member of FINRA in good standing, (iiic) is a broker or dealer duly registered as such in those states and jurisdictions where the Dealer Manager is required to be registered in order to carry out provide the Offering as services contemplated by this Agreement, and (ivd) it has, and all of its employees and representatives who will perform services hereunder have, all required approvals, licenses and registrations to act under this Agreement. There is no provision in the Dealer Manager’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the services related to the Offering as contemplated by this Agreement. (b) . With respect to the Dealer Manager’s its participation and the participation by each Participating Broker-Dealer in the offer and sale of the Offered Shares (including, without limitation any resales and transfers of Offered Shares), the Dealer Manager agrees to complyagrees, and and, by virtue of entering into the Participating Broker-Dealer Agreement, each Participating Broker-Dealer shall agree have agreed, to comply in all material respects, in the executed Participating Dealer Agreement between such Participating Dealer and the Dealer Manager, in substantially the form attached as Exhibit A to this Agreement, subject to any reasonable adjustments as determined in the sole discretion of the Dealer Manager (the “Participating Dealer Agreement”), respects with all applicable requirements of (i) the Securities Act, the Securities Act Rules and Regulations, the Exchange Act, the Securities Act Regulations and the Exchange Act Rules and Regulations and all other federal rules and regulations applicable to the Offering and the sale of the Offered Shares, (ii) all applicable state securities or “blue sky sky” laws, and (iii) the rules set forth in the FINRA Rules rulebook applicable to the Offering, specifically includingwhich currently consists of rules promulgated by FINRA, but not in any way limited tothe National Association of Securities Dealers and the New York Stock Exchange (collectively, Conduct Rules 2340, 2420, 2730, 2740 and 2750 and FINRA Rule 2310, and (iv) the provisions of Section III.C. of the Omnibus Guidelines of the North American Securities Administrators Association, Inc. (the “NASAA GuidelinesFINRA Rules”). The Dealer Manager agrees that to the extent it executes a Participating Broker-Dealer Agreement with a Participating Broker-Dealer that deviates in any material respect from the form attached hereto as Exhibit AA to this Agreement, that it the Dealer Manager shall provide to the Company a copy of such agreement and a summary of such deviations.

Compliance with Applicable Laws, Rules and Regulations. (a) The Dealer Manager (i) is duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, (ii) is a member of FINRA in good standing, (iii) is a broker or dealer duly registered as such in those states where the Dealer Manager is required to be registered in order to carry out the Offering as contemplated by this Agreement, and (iv) it has, and its employees and representatives who will perform services hereunder have, all required licenses and registrations to act under this Agreement. There is no provision in the Dealer Manager’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the Offering as contemplated by this Agreement. (b) With respect to the Dealer Manager’s participation and the participation by each Participating Dealer in the offer and sale of the Offered Primary Shares (including, without limitation any resales and transfers of Offered Primary Shares), the Dealer Manager agrees to comply, and each Participating Dealer shall agree to comply in all material respects, in the executed Participating Dealer Agreement between such Participating Dealer and the Dealer Manager, in substantially the form attached as Exhibit A to this Agreement, subject to any reasonable adjustments as determined in the sole discretion of the Dealer Manager (the “Participating Dealer Agreement”), with all applicable requirements of (i) the Securities Act, the Securities Act Rules and Regulations, the Exchange Act, the Exchange Act Rules and Regulations and all other federal rules and regulations applicable to the Offering and the sale of the Offered Primary Shares, (ii) all applicable state securities or blue sky laws, (iii) FINRA Rules applicable to the Offering, specifically including, but not in any way limited to, Conduct Rules 2310, 2340, 2420, 2730, 2740 and 2750 and FINRA Rule 23102750, and (iv) the provisions of Section III.C. of the Omnibus Guidelines Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (the “NASAA REIT Guidelines”). The Dealer Manager agrees that to the extent it executes a Participating Dealer Agreement with a Participating Dealer that deviates in any material respect from the form attached hereto as Exhibit A, that it shall provide to the Company a copy of such agreement and a summary of such deviations.

Compliance with Applicable Laws, Rules and Regulations. (a) The Dealer Manager (i) is duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, (ii) is a member of FINRA in good standing, (iii) is a broker or dealer duly registered as such in those states where the Dealer Manager is required to be registered in order to carry out the Offering as contemplated by this Agreement, and (iv) it has, and its employees and representatives who will perform services hereunder have, all required licenses and registrations to act under this Agreement. There is no provision in the Dealer Manager’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the Offering as contemplated by this Agreement. (b) With respect to the Dealer Manager’s participation and the participation by each Participating Dealer in the offer and sale of the Offered Shares Units (including, without limitation any resales and transfers of Offered SharesUnits), the Dealer Manager agrees to comply, and each Participating Dealer shall agree to comply in all material respects, in the executed Participating Dealer Agreement between such Participating Dealer and the Dealer Manager, in substantially the form attached as Exhibit A to this Agreement, subject to any reasonable adjustments as determined in the sole discretion of the Dealer Manager (the “Participating Dealer Agreement”), with all applicable requirements of (i) the Securities Act, the Securities Act Rules and Regulations, the Exchange Act, the Exchange Act Rules and Regulations and all other federal rules and regulations applicable to the Offering and the sale of the Offered SharesUnits, (ii) all applicable state securities or blue sky laws, (iii) FINRA Rules applicable to the Offering, specifically including, but not in any way limited to, Conduct Rules 2310, 2340, 2420, 2730, 2740 and 2750 and FINRA Rule 23102750, and (iv) the provisions of Section III.C. of the Omnibus Guidelines of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”). The Dealer Manager agrees that to the extent it executes a Participating Dealer Agreement with a Participating Dealer that deviates in any material respect from the form attached hereto as Exhibit A, that it shall provide to the Company a copy of such agreement and a summary of such deviationsdeviations promptly in such a manner as to allow the Company to make timely filings as necessary.

Compliance with Applicable Laws, Rules and Regulations. (a) The Dealer Manager (i) is duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, (ii) is a member of FINRA in good standing, (iii) is a broker or dealer duly registered as such in those states and jurisdictions where the Dealer Manager is required to be registered in order to carry out provide the Offering as services contemplated by this Agreement, and (iv) it has, and its employees and representatives who will perform services hereunder have, have all required approvals, licenses and registrations to act under this Agreement. There is no provision in the Dealer Manager’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the services related to the Offering as contemplated by this Agreement. (b) . With respect to the Dealer Manager’s its participation and the participation by each Participating Broker-Dealer in the offer and sale of the Offered Shares (including, without limitation any resales and transfers of Offered Shares), the Dealer Manager agrees to complyagrees, and and, by virtue of entering into the Participating Broker-Dealer Agreement, each Participating Broker-Dealer shall agree have agreed, to comply in all material respects, in the executed Participating Dealer Agreement between such Participating Dealer and the Dealer Manager, in substantially the form attached as Exhibit A to this Agreement, subject to any reasonable adjustments as determined in the sole discretion of the Dealer Manager (the “Participating Dealer Agreement”), respects with all applicable requirements of (i) the Securities Act, the Securities Act Rules and Regulations, the Exchange Act, the Securities Act Regulations and the Exchange Act Rules and Regulations and all other federal rules and regulations applicable to the Offering and the sale of the Offered Shares, (ii) all applicable state securities or “blue sky sky” laws, and (iii) the rules set forth in the FINRA Rules rulebook applicable to the Offering, which currently consists of rules promulgated by FINRA, the National Association of Securities Dealers (“NASD”) and the New York Stock Exchange (collectively, the “FINRA Rules”), specifically including, but not in any way limited to, Conduct FINRA Rule 2310, FINRA Rule 5110, FINRA Rule 5141, NASD Rules 2340, 2420, 2730, 2740 2730 and 2750 and FINRA Rule 2310, and (iv) the provisions of Section III.C. of the Omnibus Guidelines of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”)2750. The Dealer Manager agrees that to the extent it executes a Participating Broker-Dealer Agreement with a Participating Broker-Dealer that deviates in any material respect from the form attached hereto as Exhibit AA to this Agreement, that it the Dealer Manager shall provide to the Company a copy of such agreement and a summary of such deviations.

Compliance with Applicable Laws, Rules and Regulations. (a) The Dealer Manager (i) is duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, (ii) is a member of FINRA in good standing, (iii) is a broker or dealer duly registered as such in those states where the Dealer Manager is required to be registered in order to carry out the Offering as contemplated by this Agreement, and (iv) it has, and its employees and representatives who will perform services hereunder have, all required licenses and registrations to act under this Agreement. There is no provision in the Dealer Manager’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the Offering as contemplated by this Agreement. (b) With respect to the Dealer Manager’s participation and the participation by each Participating Dealer in the offer and sale of the Offered Shares (including, without limitation any resales and transfers of Offered Shares), the Dealer Manager agrees to comply, and each Participating Dealer shall agree to comply in all material respects, in the executed Participating Broker-Dealer Agreement between such Participating Dealer and the Dealer Manager, in substantially the form attached as Exhibit A to this Agreement, subject to any reasonable adjustments as determined in the sole discretion of the Dealer Manager (the “Participating Dealer Agreement”), with all applicable requirements of (i) the Securities Act, the Securities Act Rules and Regulations, the Exchange Act, the Exchange Act Rules and Regulations and all other federal rules and regulations applicable to the Offering and the sale of the Offered Shares, (ii) all applicable state securities or blue sky laws, (iii) FINRA Rules applicable to the Offering, specifically including, but not in any way limited to, Conduct Rules 2340, 2420, 2730, 2740 and 2750 and FINRA Rule 2310, and (iv) the provisions of Section III.C. of the Omnibus Guidelines of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”). The Dealer Manager agrees that to the extent it executes a Participating Dealer Agreement with a Participating Dealer that deviates in any material respect from the form attached hereto as Exhibit A, that it shall provide to the Company a copy of such agreement and a summary of such deviations.

Compliance with Applicable Laws, Rules and Regulations. (a) The Dealer Manager (i) is duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, (ii) is a member of FINRA in good standing, (iii) is a broker or dealer duly registered as such in those states where the Dealer Manager is required to be registered in order to carry out the Offering as contemplated by this Agreement, and (iv) it has, and its employees and representatives who will perform services hereunder have, all required licenses and registrations to act under this Agreement. There is no provision in the Dealer Manager’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the Offering as contemplated by this Agreement. (b) With respect to the Dealer Manager’s participation and the participation by each Participating Dealer in the offer and sale of the Offered Shares (including, without limitation any resales and transfers of Offered Shares), the Dealer Manager agrees to comply, and each Participating Dealer shall agree to comply in all material respects, in the executed Participating Dealer Agreement between such Participating Dealer and the Dealer Manager, in substantially the form attached as Exhibit A to this Agreement, subject to any reasonable adjustments as determined in the sole discretion of the Dealer Manager (the “Participating Dealer Agreement”), with all applicable requirements of (i) the Securities Act, the Securities Act Rules and Regulations, the Exchange Act, the Exchange Act Rules and Regulations and all other federal rules and regulations applicable to the Offering and the sale of the Offered Shares, (ii) all applicable state securities or blue sky laws, (iii) FINRA Rules applicable to the Offering, specifically including, but not in any way limited to, Conduct Rules 2340, 2420, 2730, 2740 and 2750 of the NASD Conduct Rules, FINRA Rule 2310 and FINRA Rule 23105141, and (iv) the provisions of Section Sections III.C. and III.E. of the Omnibus Guidelines Statement of Policy regarding Real Estate Investment Trusts, as revised and adopted by the North American Securities Administrators Association, Inc. (the “NASAA REIT Guidelines”). The Dealer Manager agrees that to the extent it executes a Participating Dealer Agreement with a Participating Dealer that deviates in any material respect from the form attached hereto as Exhibit A, that it shall provide to the Company a copy of such agreement and a summary of such deviations.

Compliance with Applicable Laws, Rules and Regulations. (a) The Dealer Manager (i) is duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, (ii) is a member of FINRA in good standing, (iii) is a broker or dealer duly registered as such in those states where the Dealer Manager is required to be registered in order to carry out the Offering as contemplated by this Agreement, and (iv) it has, and its employees and representatives who will perform services hereunder have, all required licenses and registrations to act under this Agreement. There is no provision in the Dealer Manager’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the Offering as contemplated by this Agreement. (b) With respect to the Dealer Manager’s participation and the participation by each Participating Dealer in the offer and sale of the Offered Shares (including, without limitation any resales and transfers of Offered Shares), the Dealer Manager agrees to comply, and each Participating Dealer shall agree to comply in all material respects, in the executed Participating Dealer Agreement between such Participating Dealer and the Dealer Manager, in substantially the form attached as Exhibit A to this Agreement, subject to any reasonable adjustments as determined in the sole discretion of the Dealer Manager (the “Participating Dealer Agreement”), with all applicable requirements of (i) the Securities Act, the Securities Act Rules and Regulations, the Exchange Act, the Exchange Act Rules and Regulations and all other federal rules and regulations applicable to the Offering and the sale of the Offered Shares, (ii) all applicable state securities or blue sky laws, (iii) FINRA Rules applicable to the Offering, specifically including, but not in any way limited to, Rules 2340 and 2420 of the NASD Conduct Rules 2340Rules, 2420, 2730, 2740 and 2750 FINRA Rule 2310 and FINRA Rule 23105141, and (iv) the provisions of Section Sections III.C. and III.E. of the Omnibus Guidelines Statement of Policy regarding Real Estate Investment Trusts, as revised and adopted by the North American Securities Administrators Association, Inc. (the “NASAA REIT Guidelines”). The Dealer Manager agrees that to the extent it executes a Participating Dealer Agreement with a Participating Dealer that deviates in any material respect from the form attached hereto as Exhibit A, that it shall provide to the Company a copy of such agreement and a summary of such deviations.

Compliance with Applicable Laws, Rules and Regulations. (a) The Dealer Manager (i) is duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, (ii) is a member of FINRA in good standing, (iii) is a broker or dealer duly registered as such in those states and jurisdictions where the Dealer Manager is required to be registered in order to carry out provide the Offering as services contemplated by this Agreement, and (iv) it has, and its employees and representatives who will perform services hereunder have, have all required approvals, licenses and registrations to act under this Agreement. There is no provision in the Dealer Manager’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the services related to the Offering as contemplated by this Agreement. (b) . With respect to the Dealer Manager’s its participation and the participation by each Participating Broker-Dealer in the offer and sale of the Offered Shares (including, without limitation any resales and transfers of Offered Shares), the Dealer Manager agrees to complyagrees, and and, by virtue of entering into the Participating Broker-Dealer Agreement, each Participating Broker-Dealer shall agree have agreed, to comply in all material respects, in the executed Participating Dealer Agreement between such Participating Dealer and the Dealer Manager, in substantially the form attached as Exhibit A to this Agreement, subject to any reasonable adjustments as determined in the sole discretion of the Dealer Manager (the “Participating Dealer Agreement”), respects with all applicable requirements of (ia) the Securities Act, the Exchange Act, the Securities Act Rules and Regulations, the Exchange ActAct Regulations, the Exchange Act Rules and Regulations Regulation Best-Interest and all other federal rules and regulations applicable to the Offering and the sale of the Offered Shares, (iib) all applicable state securities or “blue sky sky” laws, (iiic) any instructions or limitations provided in the blue sky memorandum and (d) the rules set forth in the FINRA Rules rulebook applicable to the Offering, which currently consists of rules promulgated by FINRA, the National Association of Securities Dealers (“NASD”) and the New York Stock Exchange (collectively, the “FINRA Rules”), specifically including, but not in any way limited to, Conduct FINRA Rule 2310, FINRA Rule 5110, FINRA Rule 5141, NASD Rules 2340, 2420, 2730, 2740 2730 and 2750 and FINRA Rule 2310, and (iv) the provisions of Section III.C. of the Omnibus Guidelines of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”)2750. The Dealer Manager agrees that to the extent it executes a Participating Broker-Dealer Agreement with a Participating Broker-Dealer that deviates in any material respect from the form attached hereto as Exhibit AA to this Agreement, that it the Dealer Manager shall provide to the Company a copy of such agreement and a summary of such deviationsagreement.

Compliance with Applicable Laws, Rules and Regulations. (a) The Dealer Manager (i) is duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, (ii) is a member of FINRA in good standing, (iii) is a broker or dealer duly registered as such in those states where the Dealer Manager is required to be registered in order to carry out the Offering as contemplated by this Agreement, and (iv) it has, and its employees and representatives who will perform services hereunder have, all required licenses and registrations to act under this Agreement. There is no provision in the Dealer Manager’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the Offering as contemplated by this Agreement. (b) With respect to the Dealer Manager’s participation and the participation by each Participating Dealer in the offer and sale of the Offered Shares (including, without limitation any resales and transfers of Offered Shares), the Dealer Manager agrees to comply, and each Participating Dealer shall agree to comply in all material respects, in the executed Participating Dealer Agreement between such Participating Dealer and the Dealer Manager, in substantially the form attached as Exhibit A to this Agreement, subject to any reasonable adjustments as determined in the sole discretion of the Dealer Manager (the “Participating Dealer Agreement”), with all applicable requirements of (i) the Securities Act, the Securities Act Rules rules and Regulationsregulations, the Exchange Act, the Exchange Act Rules rules and Regulations regulations and all other federal rules and regulations applicable to the Offering and the sale of the Offered Shares, (ii) all applicable state securities or blue sky laws, and (iii) FINRA Rules applicable to the Offering, specifically including, but not in any way limited to, Conduct Rules 2340, 2420, 2730, 2740 and 2750 and FINRA Rule 2310, and (iv) the provisions of Section III.C. of the Omnibus Guidelines of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”). The Dealer Manager agrees that to the extent it executes becomes aware of a Participating Broker Dealer Selling Agreement with a Participating Dealer that deviates in any material respect from the form attached hereto as Exhibit AA to the Wholesale Marketing Agreement, that it shall provide to the Company a copy of such agreement and a summary of such deviations.

Compliance with Applicable Laws, Rules and Regulations. (a) The Dealer Manager (i) is duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, (ii) is a member of FINRA in good standing, (iii) is a broker or dealer duly registered as such in those states where the Dealer Manager is required to be registered in order to carry out the Offering as contemplated by this Agreement, and (iv) it has, and its employees and representatives who will perform services hereunder have, all required licenses and registrations to act under this Agreement. There is no provision in the Dealer Manager’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the Offering as contemplated by this Agreement. (b) With respect to the Dealer Manager’s participation and the participation by each Participating Dealer in the offer and sale of the Offered Shares (including, without limitation any resales and transfers of Offered Shares), the Dealer Manager agrees to comply, and each Participating Dealer shall agree to comply in all material respects, in the executed Participating Dealer Agreement between such Participating Dealer and the Dealer Manager, in substantially the form attached as Exhibit A to this Agreement, subject to any reasonable adjustments as determined in the sole discretion of the Dealer Manager (the “Participating Dealer Agreement”), with all applicable requirements of (i) the Securities Act, the Securities Act Rules and Regulations, the Exchange Act, the Exchange Act Rules and Regulations and all other federal rules and regulations applicable to the Offering and the sale of the Offered Shares, (ii) all applicable state securities or blue sky laws, (iii) FINRA Rules applicable to the Offering, specifically including, but not in any way limited to, Rules 2340 and 2420 of the NASD Conduct Rules 2340Rules, 2420, 2730, 2740 and 2750 FINRA Rule 2310 and FINRA Rule 23105141, and (iv) the provisions of Section Sections III.C. and III.E. of the Omnibus Guidelines Statement of Policy regarding Real Estate Investment Trusts, as revised and adopted by the North American Securities Administrators Association, Inc. (the “NASAA REIT Guidelines”). The Dealer Manager agrees that to the extent it executes a Participating Dealer Agreement with a Participating Dealer that deviates in any material respect from the form attached hereto as Exhibit A, that it shall provide to the Company a copy of such agreement and a summary of such deviations.

Compliance with Applicable Laws, Rules and Regulations. (a) The Dealer Manager (i) is duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, (ii) is a member of FINRA in good standing, (iii) is a broker or dealer duly registered as such in those states where the Dealer Manager is required to be registered in order to carry out the Offering as contemplated by this Agreement, and (iv) it has, and its employees and representatives who will perform services hereunder have, all required licenses and registrations to act under this Agreement. There is no provision in the Dealer Manager’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the Offering as contemplated by this Agreement. (b) With respect to the Dealer Manager’s participation and the participation by each Participating Dealer in the offer and sale of the Offered Shares (including, without limitation any resales and transfers of Offered Shares), the Dealer Manager agrees to comply, and each Participating Dealer shall agree to comply in all material respects, in the executed Participating Dealer Agreement between such Participating Dealer and the Dealer Manager, in substantially the form attached as Exhibit A to this Agreement, subject to any reasonable adjustments as determined in the sole discretion of the Dealer Manager (the “Participating Dealer Agreement”), with all applicable requirements of (i) the Securities Act, the Securities Act Rules and Regulations, the Exchange Act, the Exchange Act Rules and Regulations and all other federal rules and regulations applicable to the Offering and the sale of the Offered Shares, (ii) all applicable state securities or blue sky laws, (iii) FINRA Rules applicable to the Offering, specifically including, but not in any way limited to, Conduct Rules 2310, 2340, 2420, 2730, 2740 and 2750 and FINRA Rule 23102750, and (iv) the provisions of Section III.C. of the Omnibus Guidelines of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”). The Dealer Manager agrees that to the extent it executes a Participating Dealer Agreement with a Participating Dealer that deviates in any material respect from the form attached hereto as Exhibit A, that it shall provide to the Company a copy of such agreement and a summary of such deviationsdeviations promptly in such a manner as to allow the Company to make timely filings as necessary.

Compliance with Applicable Laws, Rules and Regulations. (a) The Dealer Manager (i) is duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, (ii) is a member of FINRA in good standing, (iii) is a broker or dealer duly registered as such in those states and jurisdictions where the Dealer Manager is required to be registered in order to carry out provide the Offering as services contemplated by this Agreement, and (iv) it has, and its employees and representatives who will perform services hereunder have, have all required approvals, licenses and registrations to act under this Agreement. There is no provision in the Dealer Manager’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the services related to the Offering as contemplated by this Agreement. (b) . With respect to the Dealer Manager’s its participation and the participation by each Participating Broker-Dealer in the offer and sale of the Offered Shares (including, without limitation any resales and transfers of Offered Shares), the Dealer Manager agrees to complyagrees, and and, by virtue of entering into the Participating Broker-Dealer Agreement, each Participating Broker-Dealer shall agree have agreed, to comply in all material respects, in the executed Participating Dealer Agreement between such Participating Dealer and the Dealer Manager, in substantially the form attached as Exhibit A to this Agreement, subject to any reasonable adjustments as determined in the sole discretion of the Dealer Manager (the “Participating Dealer Agreement”), respects with all applicable requirements of (ia) the Securities Act, the Securities Act Rules and Regulations, the Exchange Act, the Securities Act Regulations and the Exchange Act Rules and Regulations and all other federal rules and regulations applicable to the Offering and the sale of the Offered Shares, (iib) all applicable state securities or “blue sky sky” laws, (iiic) any instructions or limitations provided in the blue sky memorandum and (d) the rules set forth in the FINRA Rules rulebook applicable to the Offering, which currently consists of rules promulgated by FINRA, the National Association of Securities Dealers (“NASD”) and the New York Stock Exchange (collectively, the “FINRA Rules”), specifically including, but not in any way limited to, Conduct FINRA Rule 2310, FINRA Rule 5110, FINRA Rule 5141, NASD Rules 2340, 2420, 2730, 2740 2730 and 2750 and FINRA Rule 2310, and (iv) the provisions of Section III.C. of the Omnibus Guidelines of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”)2750. The Dealer Manager agrees that to the extent it executes a Participating Broker-Dealer Agreement with a Participating Broker-Dealer that deviates in any material respect from the form attached hereto as Exhibit AA to this Agreement, that it the Dealer Manager shall provide to the Company a copy of such agreement and a summary of such deviations.

Compliance with Applicable Laws, Rules and Regulations. (a) The Dealer Manager (i) is duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, (ii) is a member of FINRA in good standing, (iii) is a broker or dealer duly registered as such in those states where the Dealer Manager is required to be registered in order to carry out the Offering as contemplated by this Agreement, and (iv) it has, and its employees and representatives who will perform services hereunder have, all required licenses and registrations to act under this Agreement. There is no provision in the Dealer Manager’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the Offering as contemplated by this Agreement. (b) With respect to the Dealer Manager’s participation and the participation by each Participating Dealer in the offer and sale of the Offered Shares Units (including, without limitation any resales and transfers of Offered SharesUnits), the Dealer Manager agrees to comply, and each Participating Dealer shall agree to comply in all material respects, in the executed Participating Dealer Agreement between such Participating Dealer and the Dealer Manager, in substantially the form attached as Exhibit A to this Agreement, subject to any reasonable adjustments as determined in the sole discretion of the Dealer Manager (the “Participating Dealer Agreement”)Manager, with all applicable requirements of (i) the Securities Act, the Securities Act Rules and Regulations, the Exchange Act, the Exchange Act Rules and Regulations and all other federal rules and regulations applicable to the Offering and the sale of the Offered SharesUnits, (ii) all applicable state securities or blue sky laws, (iii) FINRA Rules applicable to the Offering, specifically including, but not in any way limited to, Conduct Rules 2340, 2420, 2730, 2740 2730 and 2750 of the NASD Conduct Rules and FINRA Rule 2310, 2310 and (iv) the provisions of Section III.C. of the Omnibus Guidelines of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”). The Dealer Manager agrees that to the extent it executes a Participating Dealer Agreement with a Participating Dealer that deviates in any material respect from the form attached hereto as Exhibit A, that it shall provide to the Company a copy of such agreement and a summary of such deviationsdeviations promptly in such a manner as to allow the Company to make timely filings as necessary.