Common use of Dealer Manager Agreement Clause in Contracts

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser dated [ ], 2008, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions contained in the Dealer Manager Agreement, including the provisions of the Dealer Manager Agreement wherein each of the Selected Dealers severally agrees to indemnify and hold harmless the Company, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority (“FINRA”). (a) Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Dealer an employee, agent, representative, partner of the Dealer Manager, the Company or the Adviser, and Selected Dealer is not authorized to act for the Dealer Manager, the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has and the Company have entered into a dealer manager agreement with the Company and the Adviser that certain Dealer Manager Agreement dated [ ]December , 20082011, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness A.” By your execution and acceptance of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in such Dealer Manager Agreement between the Company and the Dealer Manager Agreement and will be entitled and subject to the provisions contained in the such Dealer Manager Agreement, including, but not limited to, the representations and warranties and the indemnifications contained in such Dealer Manger Agreement, including specifically the provisions of the Section 5.4 of such Dealer Manager Agreement wherein each Dealer, upon the execution of the this Selected Dealers Dealer Agreement, severally agrees to indemnify and hold harmless harmless, among others, the Company, the Adviser, the Dealer Manager and each of their respective officersofficers and directors (including any persons named in any of the Registration Statements with his consent, directorsas about to become a director), employees, members, partners, agents and representatives, each person who has signed any of the Registration Statements and each person, if any, who controls such entity the Company and the Dealer Manager within the meaning of Section 15 of the Securities Act or Section 20 of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise ) for the matters set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given them in said Section 5.4 of the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing Such indemnification obligations shall survive the termination of this Selected Dealer Agreement and the Financial Industry Regulatory Authority (“FINRA”). (a) Selected Dealer Manager Agreement. Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Selected Dealer Agreement shall be deemed or construed to make Selected the Dealer an employee, agent, representative, representative or partner of the Dealer Manager, Manager or of the Company or the AdviserCompany, and Selected Dealer is not authorized to act for the Dealer Manager, Manager or the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser dated [ ], 2008, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Participating Broker-Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Participating Broker-Dealer, including including, but not limited to, the provisions of the Dealer Manager Agreement Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Selected Participating Broker-Dealers severally agrees to indemnify and hold harmless the CompanyCorporation, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”) ), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 13 regarding submission of subscriptions for Offered Shares, and Section 14 regarding suitability of investors and compliance procedures for offers and sales of Offered Shares. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected . Participating Broker-Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Participating Broker-Dealer an employee, agent, representative, or partner of the Dealer Manager, the Company Corporation or the Adviser, and Selected Participating Broker-Dealer is not authorized to act for the Dealer Manager, the Company Corporation or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the CompanyCorporation, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company Corporation in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company Participating Broker-Dealer uses printed materials in connection with the Offering prepared by the CompanyCorporation, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Participating Broker-Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser Fund, dated [ [●], 20082016, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) ), pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Selected Dealer, including including, but not limited to, the provisions of the Dealer Manager Agreement Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Selected Dealers severally agrees to indemnify and hold harmless the CompanyFund, the Adviser, the Dealer Manager and their respective officers, directorstrustees, managers, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”) ), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 13 regarding submission of subscriptions for Offered Shares, and Section 14 regarding suitability of investors and compliance procedures for offers and sales of Offered Shares. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) and other properly licensed financial intermediaries. Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Dealer an employee, agent, representative, representative or partner of the Dealer Manager, the Company Fund or the Adviser, and Selected Dealer is not authorized to act for the Dealer Manager, the Company Fund or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has have been approved for use by the Company Fund in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company Fund uses printed materials in connection with the Offering prepared by the CompanyFund, the Adviser or the Dealer Manager that are intended for “broker-dealer use only” or “advisor use only,” Selected Dealer shall use such “broker-dealer use only” and “advisor use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income AdvisorOwl Rock Capital Advisors LLC, LLC a Delaware limited liability company, is the investment adviser of the Company Corporation (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company Corporation and the Adviser dated [ [•], 20082017, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Participating Broker-Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Participating Broker-Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Participating Broker-Dealer, including including, but not limited to, the provisions of the Dealer Manager Agreement Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Selected Participating Broker-Dealers severally agrees to indemnify and hold harmless the CompanyCorporation, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”) ), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 13 regarding submission of subscriptions for Offered Shares, and Section 14 regarding suitability of investors and compliance procedures for offers and sales of Offered Shares. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected . Participating Broker-Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Participating Broker-Dealer an employee, agent, representative, or partner of the Dealer Manager, the Company Corporation or the Adviser, and Selected Participating Broker-Dealer is not authorized to act for the Dealer Manager, the Company Corporation or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the CompanyCorporation, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company Corporation in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company Corporation uses printed materials in connection with the Offering prepared by the CompanyCorporation, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Participating Broker-Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement the Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Cantor Xxxxxxxxxx Investors, LLC, a Delaware limited liability company (the Adviser “Sponsor”) dated [ ], 20082016, in the form attached hereto as Exhibit A (“A.” The terms of the “Dealer Manager Agreement”)Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. Upon effectiveness By your acceptance of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement and as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in the Dealer Manager Agreement, including the provisions Section 7 of the such Dealer Manager Agreement wherein each of the Selected Dealers severally agrees agree to indemnify and hold harmless the Company, the AdviserDealer Manager, the Dealer Manager Sponsor and their respective officers, directors, employees, members, partners, agents each officer and representativesdirector thereof, and each person, if any, who controls such entity the Company, the Dealer Manager, or the Sponsor within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth specifically stated herein, capitalized terms used and in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-broker dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected . The Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. The Dealer shall indicate on Schedule 1 to this Agreement whether the Dealer has elected to use its best efforts to sell Class A Shares, Class T Shares or both classes of Shares. Nothing in this Agreement shall be deemed or construed to make Selected the Dealer an employee, agent, representative, representative or partner of the Dealer Manager, Manager or of the Company or the AdviserCompany, and Selected the Dealer is not authorized to act for the Dealer Manager, Manager or the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed such other supplemental sales literature or materials, sales literature, advertising and other materials prepared material as shall have been previously approved by the Company, the Adviser Company or the Dealer Manager, provided that the use an authorized agent of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the The Company uses printed materials in connection has filed with the Offering prepared Securities and Exchange Commission (the “Commission”) the Registration Statement, including the Prospectus, for the registration of the offering of the Shares under the Securities Act. Such Registration Statement has been declared effective by the CompanyCommission, or will be declared effective prior to commencement of the Adviser offering. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and the District of Columbia, or will be so qualified prior to commencement of the offering in any such jurisdiction. The Dealer Manager will provide the Dealer Manager intended for “broker-dealer use only,” Selected as many copies of the Prospectus as the Dealer shall use such “broker-dealer use only” materials in accordance with Section VII belowmay from time to time reasonably request.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser Fund, dated [ ]June , 20082015, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Participating Dealer Agreement (this “Agreement”) ), pursuant to Section XIV below, you will become one of the Selected Participating Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Participating Dealer, including the provisions of the Dealer Manager Agreement wherein each of the Selected Participating Dealers severally agrees to indemnify and hold harmless the CompanyFund, the Adviser, the Sub-Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) ), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 13 regarding submission of subscriptions for Offered Shares, and Section 14 regarding suitability of investors and compliance procedures for offers and sales of Offered Shares. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected 1.1 Participating Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Participating Dealer an employee, agent, representative, representative or partner of the Dealer Manager, the Company Fund or the Adviser, and Selected Participating Dealer is not authorized to act for the Dealer Manager, the Company Fund or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has have been approved for use by the Company Fund in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company Fund uses printed materials in connection with the Offering prepared by the CompanyFund, the Adviser, the Sub-Adviser or the Dealer Manager that are intended for “broker-dealer use only,” Selected Participating Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser Fund, dated [ [●], 20082016, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) ), pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Selected Dealer, including including, but not limited to, the provisions of the Dealer Manager Agreement Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Selected Dealers severally agrees to indemnify and hold harmless the CompanyFund, the Adviser, the Dealer Manager and their respective officers, directorstrustees, managers, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”) ), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 13 regarding submission of subscriptions for Offered Shares, and Section 14 regarding suitability of investors and compliance procedures for offers and sales of Offered Shares. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) and other properly licensed financial intermediaries. Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Dealer an employee, agent, representative, representative or partner of the Dealer Manager, the Company Fund or the Adviser, and Selected Dealer is not authorized to act for the Dealer Manager, the Company Fund or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has have been approved for use by the Company Fund in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company Fund uses printed materials in connection with the Offering prepared by the CompanyFund, the Adviser or the Dealer Manager that are intended for “broker-dealer use only,” or “advisor use only.” Selected Dealer shall use such “broker-dealer use only” and “advisor use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Industrial Property Advisors LLC, a Delaware limited liability company (the Adviser “Advisor”) dated [ ], 20082013, in the form attached hereto as Exhibit A (“A.” The terms of the “Dealer Manager Agreement”)Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. Upon effectiveness By your acceptance of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement and as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in the Dealer Manager Agreement, including the provisions Section 7 of the such Dealer Manager Agreement wherein each of the Selected Dealers severally agrees agree to indemnify and hold harmless the Company, the AdviserDealer Manager, the Dealer Manager Advisor and their respective officers, directors, employees, members, partners, agents each officer and representativesdirector thereof, and each person, if any, who controls such entity the Company, the Dealer Manager, or the Advisor within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth specifically stated herein, capitalized terms used and in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected . The Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected the Dealer an employee, agent, representative, representative or partner of the Dealer Manager, Manager or of the Company or the AdviserCompany, and Selected the Dealer is not authorized to act for the Dealer Manager, Manager or the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any such other printed sales literature or other materials prepared information furnished to the Dealer by the Company, the Adviser Dealer Manager or the Dealer Manager, provided that Company to supplement the use of said sales literature Prospectus (“supplemental information”). The Company has filed with the Securities and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies Exchange Commission (the “Authorized Sales MaterialsCommission”)) the Registration Statement, including the Prospectus, for the registration of the offering of the Shares under the Securities Act. In the event that the Company uses printed materials in connection with the Offering prepared Such Registration Statement has been declared effective by the CompanyCommission, or will be declared effective prior to commencement of the Adviser offering. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and the District of Columbia, or will be so qualified prior to commencement of the offering in any such jurisdiction. The Dealer Manager will provide the Dealer Manager intended for “broker-dealer use only,” Selected as many copies of the Prospectus as the Dealer shall use such “broker-dealer use only” materials in accordance with Section VII belowmay from time to time reasonably request.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of The Dealer-Manager and the Company (the “Adviser”). The Dealer Manager has have entered into that certain Dealer-Manager Agreement dated September 15, 2005, a dealer manager agreement with the Company copy of which is provided herewith. By your execution and the Adviser dated [ ], 2008, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness acceptance of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Broker/Dealers referred to in the Dealer Dealer-Manager Agreement and hereby make, as to yourself, the representations and warranties contained in Section 2, the covenants contained in Section 4, and the indemnity agreements contained in Section 6.3 of the Dealer-Manager Agreement, and otherwise will be entitled to and subject to the indemnification provisions contained in the Dealer Dealer-Manager Agreement, including the provisions of wherein the Dealer Manager Agreement wherein each of the Selected Broker/Dealers severally agrees agree to indemnify and hold harmless the Company, the Adviserits sponsor, its manager, the Dealer Dealer-Manager and their respective officers, directors, employees, members, partners, agents each officer and representativesdirector (and any person holding an equivalent position) thereof, and each person, if any, who controls such entity the Company and the Dealer-Manager within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or ), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth specifically stated herein, capitalized all terms used and not otherwise defined herein shall in this Agreement have the meanings given them provided in the Dealer Dealer-Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority (“FINRA”). (a) Selected Broker/Dealer hereby agrees to use its best efforts to sell the Offered Shares on a confidential private placement basis only to “accredited investors,” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act, for cash on in accordance with the terms and conditions stated in of the Confidential Private Placement Memorandum of the Company’s Prospectus, which is comprised of the Confidential Private Placement Circular, together with the Confidential Supplemental Disclosure Memorandum, each dated September 15, 2005 (and as same may have been amended or supplemented through the date hereof, the “Offering Memorandum”). Nothing in this Agreement shall be deemed or construed to make Selected Broker/Dealer an employee, agent, representative, representative or partner of the Dealer Manager, Dealer-Manager or of the Company or the AdviserCompany, and Selected Broker/Dealer is not authorized to act for the Dealer Manager, Dealer-Manager or the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus Offering Memorandum and any such other printed sales literature or other materials prepared information furnished to Broker/Dealer by the Company, the Adviser Dealer-Manager or the Dealer Manager, provided that Company to supplement the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies Offering Memorandum (the “Authorized Sales MaterialsSupplemental Information”). In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income FS Real Estate Advisor, LLC LLC, a Delaware limited liability company, is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser dated [ ]September 6, 20082017, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Selected Dealer, including including, but not limited to, the provisions of the Dealer Manager Agreement Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Selected Dealers severally agrees to indemnify and hold harmless the Company, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”) ), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 13 regarding submission of subscriptions for Offered Shares, and Section 14 regarding suitability of investors and compliance procedures for offers and sales of Offered Shares. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected and other properly licensed financial intermediaries. A(v)Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Dealer an employee, agent, representative, or partner of the Dealer Manager, the Company or the Adviser, and Selected Dealer is not authorized to act for the Dealer Manager, the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income FSIC II Advisor, LLC LLC, a Delaware limited liability company, is the investment adviser of the Company Corporation (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company Corporation and the Adviser dated [ ], 20082012, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Selected Dealer, including including, but not limited, to the provisions of the Dealer Manager Agreement Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Selected Dealers severally agrees to indemnify and hold harmless the CompanyCorporation, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 13 regarding submission of subscriptions for Offered Shares, and Section 14 regarding suitability of investors and compliance procedures for offers and sales of Offered Shares. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) . Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the CompanyCorporation’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Dealer an employee, agent, representative, or partner of the Dealer Manager, the Company Corporation or the Adviser, and Selected Dealer is not authorized to act for the Dealer Manager, the Company Corporation or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the CompanyCorporation, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company Corporation in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company Corporation uses printed materials in connection with the Offering prepared by the CompanyCorporation, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser dated [ ], 2008, in the form attached hereto as Exhibit A Dealer Manager Agreement (the “Dealer Manager Agreement”). Upon effectiveness of ) with the Company dated [ ], 2024, attached hereto as Exhibit “A.” Except as otherwise specifically stated herein, all terms used in this Selected Participating Dealer Agreement (this “Agreement”) pursuant to Section XIV belowhave the meanings provided in the Dealer Manager Agreement. As described in the Dealer Manager Agreement, the Company is conducting a continuous private offering (the “Offering”) in accordance with Rule 506(b) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), of its Class F, Class F-S, Class F-D, Class I, Class S, Class D and Class E common shares of beneficial interest (the “Shares”). Upon effectiveness of this Agreement, you will become one of the Selected Participating Broker-Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Participating Broker-Dealer, including including, but not limited to, the provisions of the Dealer Manager Agreement Sections 3 regarding suspension of offers and sales of Shares, solicitation of subscriptions of Shares, regulatory compliance, Section 4, wherein each of the Selected Participating Broker-Dealers severally agrees to indemnify and hold harmless the Company, Benefit Street Partners, L.L.C. (the “Adviser”), the Dealer Manager and their respective officers, trustees, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act Act, or Section 20 of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth herein, capitalized terms used Section 14 regarding submission of subscriptions for Shares, and not otherwise defined herein shall have the meanings given them in the Dealer Manager AgreementSection 12 regarding suitability of investors and compliance procedures for offers and sales of Shares. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected . Participating Broker-Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s ProspectusPrivate Placement Memorandum. Nothing in this Agreement shall be deemed or construed to make Selected Participating Broker-Dealer an employee, agent, representative, or partner of the Dealer Manager, the Company or the Adviser, and Selected Participating Broker-Dealer is not authorized to act for the Dealer Manager, the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus Private Placement Memorandum and any printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company Participating Broker-Dealer uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager intended for “broker-dealer use only” or “advisor use only,” Selected Participating Broker-Dealer shall use such “broker-dealer use only” or “advisor use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement an Amended and Restated Dealer Manager Agreement (the "Dealer Management Agreement") with the Company and the Adviser dated [ ], 20082005, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness "A." By your acceptance of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in such Agreement between the Company and the Dealer Manager Agreement and will be entitled and subject to the indemnification provisions contained in the Dealer Manager such Agreement, including the provisions of the Dealer Manager Section 4 of such Agreement wherein each of the Selected Dealers severally agrees agree to indemnify and hold harmless the Company, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents each officer and representativesdirector thereof, and each person, if any, who controls such entity the Company or the Dealer Manager within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended. Except as otherwise set forth specifically stated herein, capitalized all terms used and not otherwise defined herein shall in this Agreement have the meanings given them provided in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”the "NASD"). (a) Selected . The Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected the Dealer an employee, agent, representative, representative or partner of the Dealer Manager, Manager or of the Company or the AdviserCompany, and Selected the Dealer is not authorized to act for the Dealer Manager, Manager or the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any such other printed sales literature or other materials prepared information furnished to Dealer by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager intended or the Company to supplement the Prospectus ("supplemental information"). The Company has filed with the Securities and Exchange Commission (the "Commission") the Registration Statement, including the Prospectus, for “broker-dealer use only,” Selected the registration of the offering of the Shares under the Securities Act of 1933, as amended (the "Securities Act"). Such registration statement has been declared effective by the Commission. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and the District of Columbia. The Dealer shall use such “broker-dealer use only” materials in accordance with Section VII belowManager will provide the Dealer as many copies of the Prospectus as the Dealer may from time to time reasonably request.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager an agreement with the Company and called the Adviser Dealer Manager Agreement dated [ ]June 16, 2008, in the form attached hereto as Exhibit A 2022 (the “Dealer Manager Agreement”). Upon effectiveness The Company is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC promulgated thereunder (collectively, the “1940 Act”), and has not withdrawn such election, and the SEC has not ordered that such election be withdrawn nor to the Company’s knowledge have proceedings to effectuate such withdrawal been initiated or threatened by the SEC. The terms of the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim and capitalized terms not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. By your acceptance of this Selected Dealer Agreement (the “Agreement” or this “Agreement”) pursuant to Section XIV below), you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the indemnification provisions contained in the Dealer Manager Agreement, including the provisions of the Dealer Manager Agreement wherein each of the Selected Dealers severally agrees agree to indemnify and hold harmless the Company, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents each officer and representativesdirector thereof, and each person, if any, who controls such entity the Company or the Dealer Manager within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority (“FINRA”). (a) Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s ProspectusMemorandum. Nothing in this Agreement shall be deemed or construed to make Selected the Dealer an employee, agent, representative, representative or partner of the Dealer Manager, Manager or of the Company or the AdviserCompany, and Selected the Dealer is not authorized to act for the Dealer Manager, Manager or the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus Memorandum and any such other printed sales literature or other materials prepared by the Company, the Adviser or information furnished to the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager intended for or the Company to supplement the Memorandum (“broker-dealer use only,” Selected Dealer shall use such “broker-dealer use only” materials in accordance with Section VII belowsupplemental information”).

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Industrial Income Advisors LLC, a Delaware limited liability company (the Adviser “Advisor”) dated [ ], 2008, in the form attached hereto as Exhibit A (“A.” The terms of the “Dealer Manager Agreement”)Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. Upon effectiveness By your acceptance of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement and as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in the Dealer Manager Agreement, including the provisions Section 7 of the such Dealer Manager Agreement wherein each of the Selected Dealers severally agrees agree to indemnify and hold harmless the Company, the AdviserDealer Manager, the Dealer Manager Advisor and their respective officers, directors, employees, members, partners, agents each officer and representativesdirector thereof, and each person, if any, who controls such entity the Company, the Dealer Manager, or the Advisor within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth specifically stated herein, capitalized terms used and in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected . The Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected the Dealer an employee, agent, representative, representative or partner of the Dealer Manager, Manager or of the Company or the AdviserCompany, and Selected the Dealer is not authorized to act for the Dealer Manager, Manager or the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any such other printed sales literature or other materials prepared information furnished to Dealer by the Company, the Adviser Dealer Manager or the Dealer Manager, provided that Company to supplement the use of said sales literature Prospectus (“supplemental information”). The Company has filed with the Securities and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies Exchange Commission (the “Authorized Sales MaterialsSEC”) the Registration Statement, including the Prospectus, for the registration of the offering of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). In the event that the Company uses printed materials in connection with the Offering prepared Such Registration Statement has been declared effective by the Company, SEC. The offering of the Adviser or Shares has also been qualified in all fifty states of the United States and the District of Columbia. The Dealer Manager will provide the Dealer Manager intended for “broker-dealer use only,” Selected as many copies of the Prospectus as the Dealer shall use such “broker-dealer use only” materials in accordance with Section VII belowmay from time to time reasonably request.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser dated [ ], 2008, in the form attached hereto as Exhibit A Dealer Manager Agreement (the “Dealer Manager Agreement”). Upon effectiveness of ) with the Trust dated [ ], 2023, attached hereto as Exhibit A. Except as otherwise specifically stated herein, all terms used in this Selected Participating Dealer Agreement (this “Agreement”) have the meanings provided in the Dealer Manager Agreement. As described in the Dealer Manager Agreement, the Trust is conducting a continuous private offering (the “Offering”) in accordance with Rule 506(b) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), of its Class T, Class F-T, Class S, Class F-S, Class D, Class F-D, Class I, Class F-I and/or Class E common shares of beneficial interest (the “Shares”). Upon effectiveness of this Agreement pursuant to Section XIV below, you will become one of the Selected Participating Broker-Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Participating Broker-Dealer, including including, but not limited to, the provisions of the Dealer Manager Agreement Sections 3 regarding suspension of offers and sales of Shares, solicitation of subscriptions of Shares, regulatory compliance, Section 4, wherein each of the Selected Participating Broker-Dealers severally agrees to indemnify and hold harmless the CompanyTrust, MSREF Real Estate Advisor, Inc. (the “Adviser”), the Dealer Manager and their respective officers, trustees, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act Act, or Section 20 of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth herein, capitalized terms used Section 14 regarding submission of subscriptions for Shares, and not otherwise defined herein shall have the meanings given them in the Dealer Manager AgreementSection 12 regarding suitability of investors and compliance procedures for offers and sales of Shares. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected . Participating Broker-Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s ProspectusPrivate Placement Memorandum. Nothing in this Agreement shall be deemed or construed to make Selected Participating Broker-Dealer an employee, agent, representative, or partner of the Dealer Manager, the Company Trust or the Adviser, and Selected Participating Broker-Dealer is not authorized to act for the Dealer Manager, the Company Trust or the Adviser or to make any representations on their behalf except as set forth in the Prospectus Private Placement Memorandum and any printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company Participating Broker-Dealer uses printed materials in connection with the Offering prepared by the CompanyTrust, the Adviser or the Dealer Manager intended for “broker-dealer use only” or “advisor use only,” Selected Participating Broker-Dealer shall use such “broker-dealer use only” or “advisor use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement an Amended and Restated Dealer Manager Agreement (the "Dealer Management Agreement") with the Company and the Adviser dated [ ], 20082005, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness "A." By your acceptance of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in such Agreement between the Company and the Dealer Manager Agreement and will be entitled and subject to the indemnification provisions contained in the Dealer Manager such Agreement, including the provisions of the Dealer Manager Section 4 of such Agreement wherein each of the Selected Dealers severally agrees agree to indemnify and hold harmless the Company, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents each officer and representativesdirector thereof, and each person, if any, who controls such entity the Company or the Dealer Manager within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended. Except as otherwise set forth specifically stated herein, capitalized all terms used and not otherwise defined herein shall in this Agreement have the meanings given them provided in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”the "NASD"). (a) Selected . The Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s ProspectusProspectus and the applicable Prospectus Supplement. Nothing in this Agreement shall be deemed or construed to make Selected the Dealer an employee, agent, representative, representative or partner of the Dealer Manager, Manager or of the Company or the AdviserCompany, and Selected the Dealer is not authorized to act for the Dealer Manager, Manager or the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the CompanyProspectus, the Adviser or the applicable Prospectus Supplement and such other printed information furnished to Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager intended or the Company to supplement the Prospectus ("supplemental information"). The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement, including a prospectus (the "Prospectus"), for “broker-dealer use only,” Selected the registration of the offering of the Shares under the Securities Act of 1933, as amended (the "Securities Act"). Such registration statement has been declared effective by the Commission. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and the District of Columbia. The Dealer shall use such “broker-dealer use only” materials in accordance with Section VII belowManager will provide the Dealer as many copies of the Prospectus and the applicable Prospectus Supplement as the Dealer may from time to time reasonably request.

Dealer Manager Agreement. FB Income AdvisorChanticleer Advisors, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser dated [ ]______________, 20082010, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions contained in the Dealer Manager Agreement, including the provisions of the Dealer Manager Agreement wherein each of the Selected Dealers severally agrees to indemnify and hold harmless the Company, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority (“FINRA”). (a) Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Dealer an employee, agent, representative, partner of the Dealer Manager, the Company or the Adviser, and Selected Dealer is not authorized to act for the Dealer Manager, the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income AdvisorXxxxxxx Investments, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser dated [ ]June 4, 20082009, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions contained in the Dealer Manager Agreement, including the provisions of the Dealer Manager Agreement wherein each of the Selected Dealers severally agrees to indemnify and hold harmless the Company, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority (“FINRA”), or exempt from registration. (a) Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Dealer an employee, agent, representative, partner of the Dealer Manager, the Company or the Adviser, and Selected Dealer is not authorized to act for the Dealer Manager, the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Industrial Income Advisors LLC, a Delaware limited liability company (the Adviser “Advisor”) dated [ ], 2008, in the form attached hereto as Exhibit A (“A.” The terms of the “Dealer Manager Agreement”)Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. Upon effectiveness By your acceptance of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement and as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in the Dealer Manager Agreement, including the provisions Section 7 of the such Dealer Manager Agreement wherein each of the Selected Dealers severally agrees agree to indemnify and hold harmless the Company, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents each officer and representativesdirector thereof, and each person, if any, who controls such entity the Company or the Dealer Manager within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth specifically stated herein, capitalized terms used and in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected . The Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected the Dealer an employee, agent, representative, representative or partner of the Dealer Manager, Manager or of the Company or the AdviserCompany, and Selected the Dealer is not authorized to act for the Dealer Manager, Manager or the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any such other printed sales literature or other materials prepared information furnished to Dealer by the Company, the Adviser Dealer Manager or the Dealer Manager, provided that Company to supplement the use of said sales literature Prospectus (“supplemental information”). The Company has filed with the Securities and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies Exchange Commission (the “Authorized Sales MaterialsSEC”) the Registration Statement, including the Prospectus, for the registration of the offering of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). In the event that the Company uses printed materials in connection with the Offering prepared Such registration statement has been declared effective by the CompanySEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and the Adviser or District of Columbia. The Dealer Manager will provide the Dealer Manager intended for “broker-dealer use only,” Selected as many copies of the Prospectus as the Dealer shall use such “broker-dealer use only” materials in accordance with Section VII belowmay from time to time reasonably request.

Dealer Manager Agreement. FB Income AdvisorEagle Point Credit Management LLC, LLC a Delaware limited liability company, is the investment adviser of the Company Fund (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser Fund dated [ ], 2008, in the form attached hereto as Exhibit A [•] (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Participating Broker-Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Participating Broker-Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Participating Broker-Dealer, including including, but not limited to, the provisions of the Dealer Manager Agreement Sections 3.5 and 5.3 regarding suspension of offers and sales of Offered Shares, Section 5.1 regarding solicitation of subscriptions of Offered Shares, Section 5.2 regarding regulatory compliance, Section 6, wherein each of the Selected Participating Broker-Dealers severally agrees to indemnify and hold harmless the CompanyFund, the Adviser, the Dealer Manager and their respective officers, trustees, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”) ), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 14 regarding submission of subscriptions for Offered Shares, and Section 15 regarding suitability of investors and compliance procedures for offers and sales of Offered Shares. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected . Participating Broker-Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Participating Broker-Dealer an employee, agent, representative, or partner of the Dealer Manager, the Company Manager or the AdviserFund, and Selected Participating Broker-Dealer is not authorized to act for the Dealer Manager, the Company Manager or the Adviser Fund or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the CompanyFund, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company Fund in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company Fund uses printed materials in connection with the Offering prepared by the CompanyFund, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Participating Broker-Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). a) The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser Adviser, dated [ as of [●], 20082023, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). . (b) Upon effectiveness of this Selected Participating Broker-Dealer Agreement (this “Agreement”) pursuant to Section XIV 15 below, you will become one of the Selected Participating Broker-Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties, covenants and agreements contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Participating Broker-Dealer, including including, but not limited to, the provisions of the Dealer Manager Agreement Sections 3(d) and 5(c) regarding suspension of offers and sales of Shares, Section 5(a) regarding solicitation of subscriptions of Shares, Section 5(b) regarding regulatory compliance, Section 6, wherein each of the Selected Participating Broker-Dealers severally agrees to indemnify and hold harmless the Company, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act Act, or Section 20 of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 15 regarding submission of subscriptions for Shares, and Section 16 regarding suitability of investors and compliance procedures for offers and sales of Shares. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (ac) Selected Participating Broker-Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s ProspectusMemorandum. Nothing in this Agreement shall be deemed or construed to make Selected Participating Broker-Dealer an employee, agent, representative, or partner of the Dealer Manager, the Company or the Adviser, and Selected Participating Broker-Dealer is not authorized to act for the Dealer Manager, the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus Memorandum and any printed sales literature or other materials prepared by the Company, the Adviser or Company and/or the Dealer Manager, ; provided that the use of said sales literature and other materials has been approved for use in advance in writing by the Company in writing and all appropriate regulatory agencies not subsequently withdrawn pursuant to Section 14 of the Dealer Manager Agreement (collectively, the “Authorized Sales Materials”). In the event that the Company Participating Broker-Dealer uses printed materials in connection with the Offering that have been prepared by the Company, the Adviser Company or the Dealer Manager and are intended for “broker-dealer use only,” Selected Participating Broker-Dealer shall use such “broker-dealer use only” materials in accordance with the terms and conditions of Section VII 7 below.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement Dealer Manager Agreement with the Company and the Adviser Partnership dated [ ]September 25, 2008, in the form attached hereto as Exhibit A 2024 (the “Dealer Manager Agreement”). Upon effectiveness of Except as otherwise specifically stated herein, all terms used in this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of have the Selected Dealers referred to meanings provided in the Dealer Manager Agreement and will be entitled and subject to the provisions contained Agreement. As described in the Dealer Manager Agreement, including the provisions Partnership is conducting an ongoing private placement offering (the “Offering”) in accordance with Rule 506(b) of the Dealer Manager Agreement wherein each of the Selected Dealers severally agrees to indemnify and hold harmless the Company, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) or ), which may consist of Class S Units, Class D Units and/or Class I Units. For the Securities Exchange Act avoidance of 1934doubt, any reference to Class S Units, Class D Units, and/or Class I Units shall include each of the Fund’s Class S Units, Class D Units and/or Class I Units and the Feeder’s Class STE Units, Class DTE Units, and/or Class ITE Units. The differences between the classes of Units and the eligibility requirements for each class of Units are described in detail in the Memorandum (as defined herein). The Units are to be offered and sold as described in the Memorandum. Under the terms of the Offering, as amended set forth in the confidential Private Placement Memorandum of the Partnership (including any supplements and amendments thereto, all financial statements, appendices, and all other documents which are a part thereof) (the “Exchange ActMemorandum”), the Units will be offered and sold at the offering prices per Unit set forth in the Memorandum. Except In connection with the Offering, the minimum initial subscription amount by any one person shall be as set forth in the Memorandum (except as otherwise set forth hereinaccepted by the Dealer Manager pursuant to its discretion to accept lesser amounts). By your acceptance of this Agreement, capitalized terms used you will become one of the Dealers referred to in the Dealer Manager Agreement between the Partnership and not otherwise defined herein shall have the meanings given them Dealer Manager and will be entitled and subject to the indemnification provisions contained in the Dealer Manager Agreement, including the provisions of Section 5 of the Dealer Manager Agreement wherein the Dealers severally agree to indemnify and hold harmless the Partnership, the Dealer Manager and each officer and director thereof, and each person, if any, who controls the Partnership or the Dealer Manager within the meaning of the Securities Act. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority (“FINRA”). (a) Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares Units for cash on the terms and conditions stated in the Company’s ProspectusMemorandum. Nothing in this Agreement shall be deemed or construed to make Selected the Dealer an employee, agent, representative, representative or partner of the Dealer Manager, the Company Partnership or the Adviserany of their respective affiliates, and Selected the Dealer is not authorized to act for the Dealer Manager, the Company Partnership or the Adviser any of their respective affiliates, or to make any representations on their behalf except as set forth in the Prospectus Memorandum and any printed sales literature or other materials prepared by in the Company, the Adviser or Authorized Sales Materials (as defined below). The Dealer acknowledges and agrees that none of the Dealer Manager, provided that the use Partnership or any of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies their respective affiliates are: (the a) providing any advice or recommendations to any persons who purchase and/or hold Units through Dealer pursuant to this Agreement (“Authorized Sales MaterialsInvestor”). In the event that the Company uses printed materials in connection with the Offering prepared by the Company; (b) providing any custody services to any person, the Adviser including any customers or the clients of Dealer; and/or (c) acting as broker of record for any persons who purchase and/or hold Units through Dealer Manager intended for “broker-dealer use only,” Selected Dealer shall use such “broker-dealer use only” materials in accordance with Section VII belowpursuant to this Agreement.

Dealer Manager Agreement. FB Income FS Real Estate Advisor, LLC LLC, a Delaware limited liability company, is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser dated [ ], 20082017, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Selected Dealer, including including, but not limited to, the provisions of the Dealer Manager Agreement Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Selected Dealers severally agrees to indemnify and hold harmless the Company, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”) ), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 13 regarding submission of subscriptions for Offered Shares, and Section 14 regarding suitability of investors and compliance procedures for offers and sales of Offered Shares. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected and other properly licensed financial intermediaries. A(v)Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Dealer an employee, agent, representative, or partner of the Dealer Manager, the Company or the Adviser, and Selected Dealer is not authorized to act for the Dealer Manager, the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income FSEP II Advisor, LLC LLC, a Delaware limited liability company, is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser dated [ ], 20082014, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Selected Dealer, including including, but not limited, to the provisions of the Dealer Manager Agreement Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Selected Dealers severally agrees to indemnify and hold harmless the Company, the Adviser, the Dealer Manager and their respective officers, directorstrustees, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”) ), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 13 regarding submission of subscriptions for Offered Shares, and Section 14 regarding suitability of investors and compliance procedures for offers and sales of Offered Shares. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) . Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Dealer an employee, agent, representative, or partner of the Dealer Manager, the Company or the Adviser, and Selected Dealer is not authorized to act for the Dealer Manager, the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the a. The Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser dated [ ], 2008, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected ) with the Dealer Agreement (this “Agreement”) pursuant to Section XIV belowManager, you will become one of the Selected Dealers referred to in whereby the Dealer Manager Agreement and will be entitled and subject acts as the dealer manager in connection with the Offering of the Shares (each as defined below) to the provisions contained public and may retain broker-dealers to act as its agents in connection with such Offering. b. As described in the Dealer Manager Agreement, including the provisions Company has filed one or more registration statements with the Securities and Exchange Commission (the “SEC”) that are listed on Schedule III to this Agreement (each, a “Registration Statement”), which Schedule III may be amended from time to time with the written consent of the Company and the Dealer Manager Agreement wherein each Manager. Any new Registration Statement will be added to Schedule III upon its initial effectiveness with the SEC. Each Registration Statement shall register an ongoing offering (each, an “Offering”) of Common Stock, which may consist of Class T, Class S, Class D and/or Class I shares of Common Stock (the Selected Dealers severally agrees “Shares”). c. The Offering is and shall be comprised of a maximum amount of Shares set forth in the Prospectus (as defined below) that will be issued and sold to indemnify the public at the public offering prices per Share set forth in the Prospectus pursuant to a primary offering (the “Primary Shares”) and hold harmless the Company’s distribution reinvestment plan (the “DRIP Shares”). In connection with the Offering, the Adviserminimum purchase by any one person shall be as set forth in the Prospectus. In this Agreement, unless explicitly stated otherwise, “the Dealer Manager and their respective officersProspectus” means, directorsat any given time, employeeseach Prospectus contained in a Registration Statement, members, partners, agents and representatives, and each person, except that if any, who controls such entity within the meaning of prospectus or prospectus supplement filed by the Company pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”) ), shall differ from the Prospectus on file with respect to such Registration Statement at its effective date, the term “Prospectus” shall include such prospectus or prospectus supplement filed pursuant to Rule 424(b). d. Notwithstanding the Securities Exchange Act of 1934foregoing, as amended (the “Exchange Act”). Except as otherwise set forth hereinif any new Registration Statement is added to Schedule III to this Manager Agreement, capitalized terms used and not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreementwill promptly give Dealer written notice of such addition. The Offered Shares are offered solely through broker-dealers who are members in good standing Schedule III to the Dealer Manager Agreement may be amended from time to time with the written consent of the Financial Industry Regulatory Authority (“FINRA”). (a) Selected Company and the Dealer hereby agrees Manager. However, the addition or removal of Registration Statements from Schedule III to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Dealer an employeeonly apply prospectively and shall not affect the respective agreements, agent, representative, partner representations and warranties of the Dealer Manager, the Company or the Adviser, and Selected Dealer is not authorized to act for the Dealer Manager, the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the Company, the Adviser or Adviser, the Dealer ManagerManager and Dealer prior to receipt by Dealer of copies of such amendments to Schedule III to this Agreement. It is possible that more than one Registration Statement may be listed on Schedule III during times of transition from one Registration Statement to another, provided that during which time offers or sales may be made pursuant to either Registration Statement. In such event, the use Dealer Manager shall (a) communicate to Dealer details about the transition from one Registration Statement to the next, including when sales may be made pursuant to the most recent Registration Statement and when sales will cease pursuant to the older Registration Statement and (b) provide Dealer with sufficient copies of said sales literature the appropriate Prospectus and other offering materials has been approved for use by the Company in writing order to continue to make offers and all appropriate regulatory agencies (sales throughout such transition period. e. In this Agreement, unless explicitly stated otherwise, the “Authorized Sales Materials”Registration Statement” means, at any given time, each of the registration statements listed on Schedule III to this Agreement, as such Schedule III may be amended from time to time, as each such registration statement is finally amended and revised at the effective date of the registration statement (including at the effective date of any post-effective amendment thereto). In the event that the Company uses printed materials in connection with the Offering prepared by the Companythis Agreement, unless explicitly stated otherwise, the Adviser “Offering” means, at any given time, an offering covered by a Registration Statement and “Shares” means the Shares being offered in an Offering. In this Agreement, unless explicitly stated otherwise, any references to the Registration Statement, the Offering, the Shares or the Dealer Manager intended for “broker-dealer use only,” Selected Dealer Prospectus with respect to each other shall use such “broker-dealer use only” materials in accordance with Section VII belowmean only those that are all related to the same Registration Statement.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). a) The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser dated [ ], 2008, in the form attached hereto as Exhibit A Dealer Manager Agreement (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of dated [●] [●], 2022, with the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions contained in the Dealer Manager Agreement, including the provisions of the Dealer Manager Agreement wherein each of the Selected Dealers severally agrees to indemnify and hold harmless the Company, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of the Securities Act of 1933, Company attached hereto as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth herein, capitalized Exhibit A. Capitalized terms used and but not otherwise defined herein shall have the meanings given ascribed to them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority (“FINRA”). (ab) Selected As described in the Dealer Manager Agreement, the Company has filed a Registration Statement with the SEC registering an ongoing offering (“Offering”) of Units. (c) The Wholesaler hereby agrees to use its best efforts to: (i) assist the Company and the Dealer Manager with the sale of Units through existing Dealers and broker-dealer platforms (the “Existing Participants”); (ii) identify and introduce the Company and the Dealer Manager to sell additional broker-dealers and broker-dealer platforms (the Offered Shares “Additional Participants” and, together with the Existing Participants, the “Offering Participants”) and to facilitate the execution of Participating Dealer Agreements between the Dealer Manager and such Additional Participants; (iii) administer the process of obtaining due diligence and approval of the Offering for cash on Additional Participants; (iv) provide training and education regarding the terms Company and conditions stated the Offering to Offering Participants; (v) provide ongoing marketing and sales support for Offering Participants; (vi) furnishing Authorized Sales Materials and Prospectuses to Offering Participants; (vii) provide such other assistance and support to Offering Participants and otherwise participate in the Company’s Prospectus. Offering as agreed to by the parties hereto. (d) Nothing in this Agreement shall be deemed or construed to make Selected Dealer the Wholesaler an employee, agent, representative, representative or partner of the Dealer Manager, the Company Manager or the AdviserCompany, and Selected Dealer the Wholesaler is not authorized to act for the Dealer Manager, Manager or the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by in the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In . (e) By your acceptance of this Agreement, you will become one of the event that the Company uses printed materials Wholesalers referred to in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Agreement between the Company and the Dealer shall use such “broker-dealer use only” materials in accordance with Manager and will be entitled and subject to the indemnification provisions contained therein, including Section VII below5(e) of the Dealer Manager Agreement wherein the Wholesalers and Dealers agree to indemnify and hold harmless the Company Indemnified Persons and Dealer Manager Indemnified Persons.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Industrial Income Advisors LLC, a Delaware limited liability company (the Adviser “Advisor”) dated [ ], 20082012, in the form attached hereto as Exhibit A (“A.” The terms of the “Dealer Manager Agreement”)Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. Upon effectiveness By your acceptance of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement and as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in the Dealer Manager Agreement, including the provisions Section 7 of the such Dealer Manager Agreement wherein each of the Selected Dealers severally agrees agree to indemnify and hold harmless the Company, the AdviserDealer Manager, the Dealer Manager Advisor and their respective officers, directors, employees, members, partners, agents each officer and representativesdirector thereof, and each person, if any, who controls such entity the Company, the Dealer Manager, or the Advisor within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth specifically stated herein, capitalized terms used and in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected . The Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected the Dealer an employee, agent, representative, representative or partner of the Dealer Manager, Manager or of the Company or the AdviserCompany, and Selected the Dealer is not authorized to act for the Dealer Manager, Manager or the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any such other printed sales literature or other materials prepared information furnished to Dealer by the Company, the Adviser Dealer Manager or the Dealer Manager, provided that Company to supplement the use of said sales literature Prospectus (“supplemental information”). The Company has filed with the Securities and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies Exchange Commission (the “Authorized Sales MaterialsSEC”) the Registration Statement, including the Prospectus, for the registration of the offering of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). In the event that the Company uses printed materials in connection with the Offering prepared Such Registration Statement has been declared effective by the CompanySEC, or will be declared effective prior to commencement of the Adviser offering. The offering of the Shares has also been qualified in all fifty states of the United States and the District of Columbia, or will be so qualified prior to commencement of the offering in any such jurisdiction. The Dealer Manager will provide the Dealer Manager intended for “broker-dealer use only,” Selected as many copies of the Prospectus as the Dealer shall use such “broker-dealer use only” materials in accordance with Section VII belowmay from time to time reasonably request.

Dealer Manager Agreement. FB Eagle Point Enhanced Income AdvisorManagement LLC, LLC a Delaware limited liability company, is the investment adviser of the Company Fund (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser Fund dated [ ], 2008, in the form attached hereto as Exhibit A [•] (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Participating Broker-Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Participating Broker-Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Participating Broker-Dealer, including including, but not limited to, the provisions of the Dealer Manager Agreement Sections 3.5 and 5.3 regarding suspension of offers and sales of Offered Shares, Section 5.1 regarding solicitation of subscriptions of Offered Shares, Section 5.2 regarding regulatory compliance, Section 6, wherein each of the Selected Participating Broker-Dealers severally agrees to indemnify and hold harmless the CompanyFund, the Adviser, the Dealer Manager and their respective officers, trustees, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”) ), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 14 regarding submission of subscriptions for Offered Shares, and Section 15 regarding suitability of investors and compliance procedures for offers and sales of Offered Shares. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected . Participating Broker-Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Participating Broker-Dealer an employee, agent, representative, or partner of the Dealer Manager, the Company Manager or the AdviserFund, and Selected Participating Broker-Dealer is not authorized to act for the Dealer Manager, the Company Manager or the Adviser Fund or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the CompanyFund, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company Fund in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company Fund uses printed materials in connection with the Offering prepared by the CompanyFund, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Participating Broker-Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income AdvisorOwl Rock Capital Advisors LLC, LLC a Delaware limited liability company, is the investment adviser of the Company Corporation (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company Corporation and the Adviser dated [ [•], 20082016, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Participating Broker-Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Participating Broker-Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Participating Broker-Dealer, including including, but not limited to, the provisions of the Dealer Manager Agreement Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Selected Participating Broker-Dealers severally agrees to indemnify and hold harmless the CompanyCorporation, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”) ), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 13 regarding submission of subscriptions for Offered Shares, and Section 14 regarding suitability of investors and compliance procedures for offers and sales of Offered Shares. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected . Participating Broker-Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Participating Broker-Dealer an employee, agent, representative, or partner of the Dealer Manager, the Company Corporation or the Adviser, and Selected Participating Broker-Dealer is not authorized to act for the Dealer Manager, the Company Corporation or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the CompanyCorporation, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company Corporation in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company Corporation uses printed materials in connection with the Offering prepared by the CompanyCorporation, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Participating Broker-Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has and the Company have entered into a dealer manager agreement with the Company and the Adviser that certain Dealer Manager Agreement dated [ ]November 19, 20082009, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness A.” By your acceptance of this Selected Participating Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in such Dealer Manager Agreement between the Company and the Dealer Manager Agreement and will be entitled and subject to the indemnification provisions contained in the such Dealer Manager Agreement, including specifically the provisions of the Section 4.4 of such Dealer Manager Agreement wherein each of the Selected Dealers Dealer severally agrees to indemnify and hold harmless the Company, the Adviser, the Dealer Manager and their respective officerseach officer, directorsdirector, employees, members, partners, agents member and representativesmanager thereof, and each person, if any, who controls such entity within the meaning Company and the Dealer Manager for the matters set forth in Section 4.4 of the Dealer Manager Agreement. Such indemnification obligations shall survive the termination of this Participating Dealer Agreement. Except as otherwise specifically stated herein, all terms used in this Participating Dealer Agreement have the meanings provided in the Dealer Manager Agreement. The Shares are offered solely through broker-dealers which are members of the Financial Industry Regulatory Authority (“FINRA”). Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Memorandum. The Shares will be offered pursuant to an exemption from Registration pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority (“FINRA”). (a) Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Participating Dealer Agreement shall be deemed or construed to make Selected Dealer an employee, agent, representative, representative or partner of the Dealer Manager, Manager or of the Company or the AdviserCompany, and Selected Dealer is not authorized to act for the Dealer Manager, Manager or the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus Memorandum and any printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser dated [ ], 2008, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Participating Broker-Dealer Agreement (this the “Agreement”) pursuant to Section XIV below, you will become one of the Selected Participating Broker-Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Participating Broker-Dealer, including including, but not limited to, the provisions of the Dealer Manager Agreement Sections 2.5 and 4.4 regarding suspension of offers and sales of Shares, Section 4.1 regarding solicitation of subscriptions of Shares, Section 4.3 regarding regulatory compliance, Section 5, wherein each of the Selected Participating Broker-Dealers severally agrees to indemnify and hold harmless the CompanyTrust, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”) ), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 13 regarding submission of subscriptions for Shares, and Section 14 regarding suitability of investors and compliance procedures for offers and sales of Shares. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected . Participating Broker-Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s ProspectusPrivate Placement Memorandum. Nothing in this Agreement shall be deemed or construed to make Selected Participating Broker-Dealer an employee, agent, representative, or partner of the Dealer Manager, the Company Trust or the Adviser, and Selected Participating Broker-Dealer is not authorized to act for the Dealer Manager, the Company Trust or the Adviser or to make any representations on their behalf except as set forth in the Prospectus Private Placement Memorandum and any printed sales literature or other materials prepared by the CompanyTrust, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company Trust in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company Participating Broker-Dealer uses printed materials in connection with the Offering prepared by the CompanyTrust, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Participating Broker-Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a second amended and restated dealer manager agreement with the Company and the Adviser Fund, dated [ ]October 21, 20082016, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) ), pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Selected Dealer, including including, but not limited to, the provisions of the Dealer Manager Agreement Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Selected Dealers severally agrees to indemnify and hold harmless the CompanyFund, the Adviser, the Dealer Manager and their respective officers, directorstrustees, managers, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”) ), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 13 regarding submission of subscriptions for Offered Shares, and Section 14 regarding suitability of investors and compliance procedures for offers and sales of Offered Shares. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) and other properly licensed financial intermediaries. Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Dealer an employee, agent, representative, representative or partner of the Dealer Manager, the Company Fund or the Adviser, and Selected Dealer is not authorized to act for the Dealer Manager, the Company Fund or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has have been approved for use by the Company Fund in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company Fund uses printed materials in connection with the Offering prepared by the CompanyFund, the Adviser or the Dealer Manager that are intended for “broker-dealer use only” or “advisor use only,” Selected Dealer shall use such “broker-dealer use only” and “advisor use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). a) The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser Adviser, dated [ ]as of November 15, 20082024, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). . (b) Upon effectiveness of this Selected Participating Broker-Dealer Agreement (this “Agreement”) pursuant to Section XIV 15 below, you will become one of the Selected Participating Broker-Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties, covenants and agreements contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Participating Broker-Dealer, including including, but not limited to, the provisions of the Dealer Manager Agreement Sections 3(d) and 5(c) regarding suspension of offers and sales of Shares, Section 5(a) regarding solicitation of subscriptions of Shares, Section 5(b) regarding regulatory compliance, Section 6, wherein each of the Selected Participating Broker-Dealers severally agrees to indemnify and hold harmless the Company, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act Act, or Section 20 of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 15 regarding submission of subscriptions for Shares, and Section 16 regarding suitability of investors and compliance procedures for offers and sales of Shares. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (ac) Selected Participating Broker-Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s ProspectusMemorandum. Nothing in this Agreement shall be deemed or construed to make Selected Participating Broker-Dealer an employee, agent, representative, or partner of the Dealer Manager, the Company or the Adviser, and Selected Participating Broker-Dealer is not authorized to act for the Dealer Manager, the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus Memorandum and any printed sales literature or other materials prepared by the Company, the Adviser or Company and/or the Dealer Manager, ; provided that the use of said sales literature and other materials has been approved for use in advance in writing by the Company in writing and all appropriate regulatory agencies not subsequently withdrawn pursuant to Section 14 of the Dealer Manager Agreement (collectively, the “Authorized Sales Materials”). In the event that the Company Participating Broker-Dealer uses printed materials in connection with the Offering that have been prepared by the Company, the Adviser Company or the Dealer Manager and are intended for “broker-dealer use only,” Selected Participating Broker-Dealer shall use such “broker-dealer use only” materials in accordance with the terms and conditions of Section VII 7 below.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement Amended and Restated Dealer Manager Agreement with the Company and the Adviser dated [ ]November 21, 20082003, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness A.” By your acceptance of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in such Agreement between the Company and the Dealer Manager Agreement and will be entitled and subject to the indemnification provisions contained in the Dealer Manager such Agreement, including the provisions of the Dealer Manager Section 4 of such Agreement wherein each of the Selected Dealers severally agrees agree to indemnify and hold harmless the Company, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents each officer and representativesdirector thereof, and each person, if any, who controls such entity the Company and the Dealer Manager within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended. Except as otherwise set forth specifically stated herein, capitalized all terms used and not otherwise defined herein shall in this Agreement have the meanings given them provided in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRANASD”). (a) Selected . Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Dealer an employee, agent, representative, representative or partner of the Dealer Manager, Manager or of the Company or the AdviserCompany, and Selected Dealer is not authorized to act for the Dealer Manager, Manager or the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any such other printed sales literature or other materials prepared information furnished to Dealer by the Company, the Adviser Dealer Manager or the Dealer Manager, provided that Company to supplement the use of said sales literature Prospectus (“supplemental information”). The Company has filed with the Securities and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies Exchange Commission (the “Authorized Sales MaterialsCommission”) a registration statement, including a prospectus (the “Prospectus”), for the registration of the offering of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). In the event that the Company uses printed materials in connection with the Offering prepared Such registration statement has been declared effective by the CompanyCommission. The offering of the shares has also been qualified in all fifty states of the United States, Puerto Rico and the Adviser or District of Columbia. The Dealer Manager will provide the Dealer Manager intended for “broker-dealer use only,” Selected as many copies of the Prospectus as the Dealer shall use such “broker-dealer use only” materials in accordance with Section VII belowmay from time to time reasonably request.

Dealer Manager Agreement. FB Income FSIC II Advisor, LLC LLC, a Delaware limited liability company, is the investment adviser of the Company Corporation (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company Corporation and the Adviser dated [ ]February 8, 20082012, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Selected Dealer, including including, but not limited, to the provisions of the Dealer Manager Agreement Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Selected Dealers severally agrees to indemnify and hold harmless the CompanyCorporation, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 13 regarding submission of subscriptions for Offered Shares, and Section 14 regarding suitability of investors and compliance procedures for offers and sales of Offered Shares. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) . Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the CompanyCorporation’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Dealer an employee, agent, representative, or partner of the Dealer Manager, the Company Corporation or the Adviser, and Selected Dealer is not authorized to act for the Dealer Manager, the Company Corporation or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the CompanyCorporation, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company Corporation in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company Corporation uses printed materials in connection with the Offering prepared by the CompanyCorporation, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income AdvisorTriton Pacific Adviser, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser dated [ ]July 22, 20082012, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Participating Dealer Agreement (this “Agreement”) pursuant to Section XIV XII below, you will become one of the Selected Participating Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions contained in the Dealer Manager Agreement, including the provisions of the Dealer Manager Agreement wherein each of the Selected Participating Dealers severally agrees to indemnify and hold harmless the Company, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority (“FINRA”). (a) Selected Participating Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Participating Dealer an employee, agent, representative, partner of the Dealer Manager, the Company or the Adviser, and Selected Participating Dealer is not authorized to act for the Dealer Manager, the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Participating Dealer shall use such “broker-dealer use only” materials in accordance with Section VII V below.

Dealer Manager Agreement. FB Income AdvisorTriton Pacific Adviser, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser dated [ ], 2008, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Participating Dealer Agreement (this “Agreement”) pursuant to Section XIV XII below, you will become one of the Selected Participating Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions contained in the Dealer Manager Agreement, including the provisions of the Dealer Manager Agreement wherein each of the Selected Participating Dealers severally agrees to indemnify and hold harmless the Company, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority (“FINRA”). (a) Selected . Participating Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Participating Dealer an employee, agent, representative, partner of the Dealer Manager, the Company or the Adviser, and Selected Participating Dealer is not authorized to act for the Dealer Manager, the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Participating Dealer shall use such “broker-dealer use only” materials in accordance with Section VII V below.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser dated [ ], 2008, in the form attached hereto as Exhibit A Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Trust, dated July 19, 2024, attached hereto as Exhibit “A.” Except as otherwise specifically stated herein, all terms used in this Participating Dealer Agreement (this “Agreement”) have the meanings provided in the Dealer Manager Agreement. As described in the Dealer Manager Agreement, the Trust is conducting a continuous private offering (the “Offering”) in accordance with Rule 506(b) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), of its Class T, Class S, Class D, Class I, Class F and/or Class E common shares of beneficial interest (the “Shares”). Upon effectiveness of this Selected Participating Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Participating Broker-Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Participating Broker-Dealer, including including, but not limited to, the provisions of the Dealer Manager Agreement Sections 3 regarding suspension of offers and sales of Shares, solicitation of subscriptions of Shares, regulatory compliance, Section 4, wherein each of the Selected Participating Broker-Dealers severally agrees to indemnify and hold harmless the CompanyTrust, Principal Real Estate Investors, LLC (the “Adviser”), the Dealer Manager and their respective officers, trustees, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”) ), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth herein, capitalized terms used Section 14 regarding submission of subscriptions for Shares, and not otherwise defined herein shall have the meanings given them in the Dealer Manager AgreementSection 12 regarding suitability of investors and compliance procedures for offers and sales of Shares. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected . Participating Broker-Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s ProspectusPrivate Placement Memorandum. Nothing in this Agreement shall be deemed or construed to make Selected Participating Broker-Dealer an employee, agent, representative, or partner of the Dealer Manager, the Company Trust or the Adviser, and Selected Participating Broker-Dealer is not authorized to act for the Dealer Manager, the Company Trust or the Adviser or to make any representations on their behalf except as set forth in the Prospectus Private Placement Memorandum and any printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company Participating Broker-Dealer uses printed materials in connection with the Offering prepared by the CompanyTrust, the Adviser or the Dealer Manager intended for “broker-dealer use only” or “advisor use only,” Selected Participating Broker-Dealer shall use such “broker-dealer use only” or “advisor use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income FS Investment Advisor, LLC LLC, a Delaware limited liability company, is the investment adviser of the Company Fund (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company Fund and the Adviser dated [ ]April 28, 20082011, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Selected Dealer, including including, but not limited to, the provisions of the Dealer Manager Agreement Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Selected Dealers severally agrees to indemnify and hold harmless the CompanyFund, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 13 regarding submission of subscriptions for Offered Shares, and Section 14 regarding suitability of investors and compliance procedures for offers and sales of Offered Shares. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the CompanyFund’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Dealer an employee, agent, representative, or partner of the Dealer Manager, the Company Fund or the Adviser, and Selected Dealer is not authorized to act for the Dealer Manager, the Company Fund or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the CompanyFund, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company Fund in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company Fund uses printed materials in connection with the Offering prepared by the CompanyFund, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income AdvisorXxxxxxx Investments, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser dated [ [___], 20082009, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions contained in the Dealer Manager Agreement, including the provisions of the Dealer Manager Agreement wherein each of the Selected Dealers severally agrees to indemnify and hold harmless the Company, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority (“FINRA”). (a) Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Dealer an employee, agent, representative, partner of the Dealer Manager, the Company or the Adviser, and Selected Dealer is not authorized to act for the Dealer Manager, the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser dated [ ], 2008, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Participating Broker-Dealer Agreement (this the “Agreement”) pursuant to Section XIV below, you will become one of the Selected Participating Broker-Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Participating Broker-Dealer, including including, but not limited to, the provisions of the Dealer Manager Agreement Sections 2.5 and 4.4 regarding suspension of offers and sales of Shares, Section 4.1 regarding solicitation of subscriptions of Shares, Section 4.3 regarding regulatory compliance, Section 5, wherein each of the Selected Participating Broker-Dealers severally agrees to indemnify and hold harmless the CompanyTrust, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act Act, or Section 20 of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 13 regarding submission of subscriptions for Shares, and Section 14 regarding suitability of investors and compliance procedures for offers and sales of Shares. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected . Participating Broker-Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s ProspectusPrivate Placement Memorandum. Nothing in this Agreement shall be deemed or construed to make Selected Participating Broker-Dealer an employee, agent, representative, or partner of the Dealer Manager, the Company Trust or the Adviser, and Selected Participating Broker-Dealer is not authorized to act for the Dealer Manager, the Company Trust or the Adviser or to make any representations on their behalf except as set forth in the Prospectus Private Placement Memorandum and any printed sales literature or other materials prepared by the CompanyTrust, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company Trust in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company Participating Broker-Dealer uses printed materials in connection with the Offering prepared by the CompanyTrust, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Participating Broker-Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below. LEGAL02/43103834v6 (1) such that neither Dealer Manager, Trust, nor any of their affiliates shall be regarded as a fiduciary with respect to such Benefit Plan Investor’s decision to participate in the Offering or otherwise acquire the Shares. Each Subscription Agreement (as defined below) received in connection with Participating Broker-Dealer’s efforts contemplated hereby shall constitute a representation to the Trust and the Dealer Manager by Participating Broker-Dealer that the immediately foregoing sentence shall be true. In addition, Participating Broker-Dealer must properly and clearly identify to the Trust any Subscription Agreements solicited from Benefit Plan Investors. In selling Shares pursuant to the Offering to any investor, Participating Broker-Dealer will have a reasonable basis to believe, having taken reasonable steps to verify (based on such information known by Participating Broker-Dealer after due inquiry, including, but not limited to, a review of the forms, instruments or investor questionnaire completed by each investor) that: (i) such investor is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act (an “Accredited Investor”); (ii) upon execution of the Subscription Agreement by such investor, the information contained in the investor questionnaire and Subscription Agreement is true and correct in all material respects with respect to such investor; (iii) any information concerning such investor that is transmitted by Participating Broker-Dealer to the Trust is true and correct in all material respects; (iv) such investor will be acquiring the Shares for an investment in its own account and not with a view a toward distribution; and (v) that any Benefit Plan Investors have been properly identified to the Trust. Participating Broker-Dealer acknowledges that the Trust intends to limit investments in the shares by “benefit plan investors” to less than 25% of the total value of each class of shares, within the meaning of the Plan Asset Regulations (as defined in the Private Placement Memorandum). The Participating Broker-Dealer further acknowledges that the Dealer Manager may provide notice to the Participating Broker-Dealer that the Participating Broker Dealer may no longer offer or sell Shares to investors that are “benefit plan investors”, and upon receipt of such notice, the Participating Broker-Dealer shall immediately cease to make any further offers or sales of Shares to investors that are “benefit plan investors”.

Dealer Manager Agreement. FB Income FSIC IV Advisor, LLC LLC, a Delaware limited liability company, is the investment adviser of the Company Corporation (the “Adviser”). The Dealer Manager has entered into a second amended and restated dealer manager agreement with the Company Corporation and the Adviser dated [ ]January 25, 20082017, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Selected Dealer, including including, but not limited to, the provisions of the Dealer Manager Agreement Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Selected Dealers severally agrees to indemnify and hold harmless the CompanyCorporation, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”) ), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 13 regarding submission of subscriptions for Offered Shares, and Section 14 regarding suitability of investors and compliance procedures for offers and sales of Offered Shares. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) and other properly licensed financial intermediaries. Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Dealer an employee, agent, representative, or partner of the Dealer Manager, the Company Corporation or the Adviser, and Selected Dealer is not authorized to act for the Dealer Manager, the Company Corporation or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the CompanyCorporation, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company Corporation in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company Corporation uses printed materials in connection with the Offering prepared by the CompanyCorporation, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income AdvisorEagle Point Credit Management LLC, LLC a Delaware limited liability company, is the investment adviser of the Company Fund (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser Fund dated [ ]March 22, 2008, in the form attached hereto as Exhibit A 2024 (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Sales Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers selling agents referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a selling agent, including including, but not limited to, the provisions of the Dealer Manager Agreement Sections 3.5 and 5.3 regarding suspension of offers and sales of Preferred Stock, Section 5.1 regarding solicitation of subscriptions of Preferred Stock, Section 5.2 regarding regulatory compliance, Section 6, wherein each of the Selected Dealers selling agents severally agrees to indemnify and hold harmless the CompanyFund, the Adviser, the Dealer Manager and their respective officers, trustees, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”) ), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 14 regarding submission of subscriptions for Preferred Stock, and Section 15 regarding suitability of investors and compliance procedures for offers and sales of Preferred Stock. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are Preferred Stock is offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected Dealer hereby . Selling Agent hxxxxx agrees to use its best efforts to sell the Offered Shares Preferred Stock for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Dealer Selling Agent an employee, agent, representative, or partner of the Dealer Manager, the Company Manager or the AdviserFund, and Selected Dealer Selling Agent is not authorized to act for the Dealer Manager, the Company Manager or the Adviser Fund or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the CompanyFund, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company Fund in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company Fund uses printed materials in connection with the Offering prepared by the CompanyFund, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Dealer Selling Agent shall use such “broker-dealer use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement Amended and Restated Dealer Manager Agreement with the Company and the Adviser dated [ ]November 21, 20082003, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness "A." By your acceptance of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in such Agreement between the Company and the Dealer Manager Agreement and will be entitled and subject to the indemnification provisions contained in the Dealer Manager such Agreement, including the provisions of the Dealer Manager Section 4 of such Agreement wherein each of the Selected Dealers severally agrees agree to indemnify and hold harmless the Company, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents each officer and representativesdirector thereof, and each person, if any, who controls such entity the Company and the Dealer Manager within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended. Except as otherwise set forth specifically stated herein, capitalized all terms used and not otherwise defined herein shall in this Agreement have the meanings given them provided in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD"). (a) Selected . Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Dealer an employee, agent, representative, representative or partner of the Dealer Manager, Manager or of the Company or the AdviserCompany, and Selected Dealer is not authorized to act for the Dealer Manager, Manager or the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any such other printed sales literature or other materials prepared information furnished to Dealer by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager intended or the Company to supplement the Prospectus ("supplemental information"). The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement, including a prospectus (the "Prospectus"), for “broker-dealer use only,” Selected the registration of the offering of the Shares under the Securities Act of 1933, as amended (the "Securities Act"). Such registration statement has been declared effective by the Commission. The offering of the shares has also been qualified in all fifty states of the United States, Puerto Rico and the District of Columbia. The Dealer shall use such “broker-dealer use only” materials in accordance with Section VII belowManager will provide the Dealer as many copies of the Prospectus as the Dealer may from time to time reasonably request.

Dealer Manager Agreement. FB Income AdvisorOwl Rock Capital Advisors LLC, LLC a Delaware limited liability company, is the investment adviser of the Company Corporation (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company Corporation and the Adviser dated [ · ], 2008, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Participating Broker-Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Participating Broker-Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Participating Broker-Dealer, including including, but not limited to, the provisions of the Dealer Manager Agreement Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Selected Participating Broker-Dealers severally agrees to indemnify and hold harmless the CompanyCorporation, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”) ), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 13 regarding submission of subscriptions for Offered Shares, and Section 14 regarding suitability of investors and compliance procedures for offers and sales of Offered Shares. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected . Participating Broker-Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Participating Broker-Dealer an employee, agent, representative, or partner of the Dealer Manager, the Company Corporation or the Adviser, and Selected Participating Broker-Dealer is not authorized to act for the Dealer Manager, the Company Corporation or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the CompanyCorporation, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company Corporation in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company Corporation uses printed materials in connection with the Offering prepared by the CompanyCorporation, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Participating Broker-Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement Dealer Manager Agreement (the "Dealer Manager Agreement") with the Company and the Adviser dated [ ], 20082005, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness "A." By your acceptance of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in such Agreement between the Company and the Dealer Manager Agreement and will be entitled and subject to the indemnification provisions contained in the Dealer Manager such Agreement, including the provisions of the Dealer Manager Section 4 of such Agreement wherein each of the Selected Dealers severally agrees agree to indemnify and hold harmless the Company, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents each officer and representativesdirector thereof, and each person, if any, who controls such entity the Company or the Dealer Manager within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended. Except as otherwise set forth specifically stated herein, capitalized all terms used and not otherwise defined herein shall in this Agreement have the meanings given them provided in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”the "NASD"). (a) Selected . The Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected the Dealer an employee, agent, representative, representative or partner of the Dealer Manager, Manager or of the Company or the AdviserCompany, and Selected the Dealer is not authorized to act for the Dealer Manager, Manager or the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any such other printed sales literature or other materials prepared information furnished to Dealer by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager intended or the Company to supplement the Prospectus ("supplemental information"). The Company has filed with the Securities and Exchange Commission (the "Commission") the Registration Statement, including the Prospectus, for “broker-dealer use only,” Selected the registration of the offering of the Shares under the Securities Act of 1933, as amended (the "Securities Act"). Such registration statement has been declared effective by the Commission. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and the District of Columbia. The Dealer shall use such “broker-dealer use only” materials in accordance with Section VII belowManager will provide the Dealer as many copies of the Prospectus as the Dealer may from time to time reasonably request.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Industrial Income Advisors LLC, a Delaware limited liability company (the Adviser “Advisor”) dated [ ], 20082011, in the form attached hereto as Exhibit A (“A.” The terms of the “Dealer Manager Agreement”)Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. Upon effectiveness By your acceptance of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement and as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in the Dealer Manager Agreement, including the provisions Section 7 of the such Dealer Manager Agreement wherein each of the Selected Dealers severally agrees agree to indemnify and hold harmless the Company, the AdviserDealer Manager, the Dealer Manager Advisor and their respective officers, directors, employees, members, partners, agents each officer and representativesdirector thereof, and each person, if any, who controls such entity the Company, the Dealer Manager, or the Advisor within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth specifically stated herein, capitalized terms used and in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected . The Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected the Dealer an employee, agent, representative, representative or partner of the Dealer Manager, Manager or of the Company or the AdviserCompany, and Selected the Dealer is not authorized to act for the Dealer Manager, Manager or the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any such other printed sales literature or other materials prepared information furnished to Dealer by the Company, the Adviser Dealer Manager or the Dealer Manager, provided that Company to supplement the use of said sales literature Prospectus (“supplemental information”). The Company has filed with the Securities and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies Exchange Commission (the “Authorized Sales MaterialsSEC”) the Registration Statement, including the Prospectus, for the registration of the offering of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). In the event that the Company uses printed materials in connection with the Offering prepared Such Registration Statement has been declared effective by the Company, SEC. The offering of the Adviser or Shares has also been qualified in all fifty states of the United States and the District of Columbia. The Dealer Manager will provide the Dealer Manager intended for “broker-dealer use only,” Selected as many copies of the Prospectus as the Dealer shall use such “broker-dealer use only” materials in accordance with Section VII belowmay from time to time reasonably request.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Industrial Property Advisors LLC, a Delaware limited liability company (the Adviser “Advisor”) dated [ ]July 16, 20082013, in the form attached hereto as Exhibit A (“A.” The terms of the “Dealer Manager Agreement”)Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. Upon effectiveness By your acceptance of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement and as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in the Dealer Manager Agreement, including the provisions Section 7 of the such Dealer Manager Agreement wherein each of the Selected Dealers severally agrees agree to indemnify and hold harmless the Company, the AdviserDealer Manager, the Dealer Manager Advisor and their respective officers, directors, employees, members, partners, agents each officer and representativesdirector thereof, and each person, if any, who controls such entity the Company, the Dealer Manager, or the Advisor within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth specifically stated herein, capitalized terms used and in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected . The Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected the Dealer an employee, agent, representative, representative or partner of the Dealer Manager, Manager or of the Company or the AdviserCompany, and Selected the Dealer is not authorized to act for the Dealer Manager, Manager or the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any such other printed sales literature or other materials prepared information furnished to the Dealer by the Company, the Adviser Dealer Manager or the Dealer Manager, provided that Company to supplement the use of said sales literature Prospectus (“supplemental information”). The Company has filed with the Securities and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies Exchange Commission (the “Authorized Sales MaterialsCommission”)) the Registration Statement, including the Prospectus, for the registration of the offering of the Shares under the Securities Act. In the event that the Company uses printed materials in connection with the Offering prepared Such Registration Statement has been declared effective by the CompanyCommission, or will be declared effective prior to commencement of the Adviser offering. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and the District of Columbia, or will be so qualified prior to commencement of the offering in any such jurisdiction. The Dealer Manager will provide the Dealer Manager intended for “broker-dealer use only,” Selected as many copies of the Prospectus as the Dealer shall use such “broker-dealer use only” materials in accordance with Section VII belowmay from time to time reasonably request.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser dated [ ], 2008, in the form attached hereto as Exhibit A Dealer Manager Agreement (the “Dealer Manager Agreement”). Upon effectiveness of ) with the Trust dated April 1, 2024, attached hereto as Exhibit A. Except as otherwise specifically stated herein, all terms used in this Selected Participating Dealer Agreement (this “Agreement”) pursuant to Section XIV belowhave the meanings provided in the Dealer Manager Agreement. As described in the Dealer Manager Agreement, the Trust is conducting a continuous private offering (the “Offering”) in accordance with Rule 506(b) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), of its Class T, Class F-T, Class S, Class F-S, Class D, Class F-D, Class I, Class F-I and/or Class E common shares of beneficial interest (the “Shares”). Upon effectiveness of this Agreement, you will become one of the Selected Participating Broker-Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Participating Broker-Dealer, including including, but not limited to, the provisions of the Dealer Manager Agreement Sections 3 regarding suspension of offers and sales of Shares, solicitation of subscriptions of Shares, regulatory compliance, Section 4, wherein each of the Selected Participating Broker-Dealers severally agrees to indemnify and hold harmless the CompanyTrust, MSREF Real Estate Advisor, Inc. (the “Adviser”), the Dealer Manager and their respective officers, trustees, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act Act, or Section 20 of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth herein, capitalized terms used Section 14 regarding submission of subscriptions for Shares, and not otherwise defined herein shall have the meanings given them in the Dealer Manager AgreementSection 12 regarding suitability of investors and compliance procedures for offers and sales of Shares. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected . Participating Broker-Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s ProspectusPrivate Placement Memorandum. Nothing in this Agreement shall be deemed or construed to make Selected Participating Broker-Dealer an employee, agent, representative, or partner of the Dealer Manager, the Company Trust or the Adviser, and Selected Participating Broker-Dealer is not authorized to act for the Dealer Manager, the Company Trust or the Adviser or to make any representations on their behalf except as set forth in the Prospectus Private Placement Memorandum and any printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company Participating Broker-Dealer uses printed materials in connection with the Offering prepared by the CompanyTrust, the Adviser or the Dealer Manager intended for “broker-dealer use only” or “advisor use only,” Selected Participating Broker-Dealer shall use such “broker-dealer use only” or “advisor use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement the Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Cantor Xxxxxxxxxx Investors, LLC, a Delaware limited liability company (the Adviser “Sponsor”) dated [ [●], 20082018, in the form attached hereto as Exhibit A (“A.” The terms of the “Dealer Manager Agreement”)Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. Upon effectiveness By your acceptance of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement and as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in the Dealer Manager Agreement, including the provisions Section 7 of the such Dealer Manager Agreement wherein each of the Selected Dealers severally agrees agree to indemnify and hold harmless the Company, the AdviserDealer Manager, the Dealer Manager Sponsor and their respective officers, directors, employees, members, partners, agents each officer and representativesdirector thereof, and each person, if any, who controls such entity the Company, the Dealer Manager, or the Sponsor within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth specifically stated herein, capitalized terms used and in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-broker dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected . The Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. The Dealer shall indicate on Schedule 1 to this Agreement whether the Dealer has elected to use its best efforts to sell Class A Shares, Class T Shares or both classes of Shares. Nothing in this Agreement shall be deemed or construed to make Selected the Dealer an employee, agent, representative, representative or partner of the Dealer Manager, Manager or of the Company or the AdviserCompany, and Selected the Dealer is not authorized to act for the Dealer Manager, Manager or the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed such other supplemental sales literature or materials, sales literature, advertising and other materials prepared material as shall have been previously approved by the Company, the Adviser Company or the Dealer Manager, provided that the use an authorized agent of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the The Company uses printed materials in connection has filed with the Offering prepared Securities and Exchange Commission (the “Commission”) the Registration Statement, including the Prospectus, for the registration of the offering of the Shares under the Securities Act. Such Registration Statement has been declared effective by the CompanyCommission, or will be declared effective prior to commencement of the Adviser offering. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and the District of Columbia, or will be so qualified prior to commencement of the offering in any such jurisdiction. The Dealer Manager will provide the Dealer Manager intended for “broker-dealer use only,” Selected as many copies of the Prospectus as the Dealer shall use such “broker-dealer use only” materials in accordance with Section VII belowmay from time to time reasonably request.

Dealer Manager Agreement. FB Income FSEP II Advisor, LLC LLC, a Delaware limited liability company, is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser dated [ ]July 31, 20082014, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Selected Dealer, including including, but not limited to, the provisions of the Dealer Manager Agreement Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Selected Dealers severally agrees to indemnify and hold harmless the Company, the Adviser, the Dealer Manager and their respective officers, directorstrustees, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”) ), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 13 regarding submission of subscriptions for Offered Shares, and Section 14 regarding suitability of investors and compliance procedures for offers and sales of Offered Shares. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) . Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Dealer an employee, agent, representative, or partner of the Dealer Manager, the Company or the Adviser, and Selected Dealer is not authorized to act for the Dealer Manager, the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and The Prime Group, an Illinois corporation (the Adviser “Advisor”) dated [ ], 20082009, in the form attached hereto as Exhibit A A. The terms of the Dealer Manager Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. By your acceptance of this agreement (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement and as set forth in Section 15 of the Dealer Manager Agreement, and, in particular, will be entitled and subject to the indemnification provisions contained in the Dealer Manager Agreement, including the provisions Section 8 of the Dealer Manager Agreement wherein each of the Selected Dealers severally agrees agree to indemnify and hold harmless the Company, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents each officer and representativesdirector thereof, and each person, if any, who controls such entity the Company, the Advisor or the Dealer Manager within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth specifically stated herein, capitalized terms used and in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected . The Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected the Dealer an employee, agent, representative, representative or partner of the Dealer Manager, Manager or of the Company or the AdviserCompany, and Selected the Dealer is not authorized to act for the Dealer Manager, the Company Advisor or the Adviser Company or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared Supplemental Information furnished to Dealer by the Company, the Adviser Dealer Manager or the Dealer Manager, provided that (as defined below). The Company has filed with the use of said sales literature Securities and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies Exchange Commission (the “Authorized Sales MaterialsSEC”) the Registration Statement, including the Prospectus, for the registration of the offering of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). In the event that the Company uses printed materials in connection with the Offering prepared Such registration statement has been declared effective by the CompanySEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and the Adviser or District of Columbia. The Dealer Manager will provide the Dealer Manager intended for “broker-dealer use only,” Selected as many copies of the Prospectus as the Dealer shall use such “broker-dealer use only” materials in accordance with Section VII belowmay from time to time reasonably request.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement Dealer Manager Agreement with the Company and the Adviser Partnership dated [ ]September 29, 2008, in the form attached hereto as Exhibit A 2023 (the “Dealer Manager Agreement”). Upon effectiveness of Except as otherwise specifically stated herein, all terms used in this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of have the Selected Dealers referred to meanings provided in the Dealer Manager Agreement and will be entitled and subject to the provisions contained Agreement. As described in the Dealer Manager Agreement, including the provisions Partnership is conducting an ongoing private placement offering (the “Offering”) in accordance with Rule 506(b) of the Dealer Manager Agreement wherein each of the Selected Dealers severally agrees to indemnify and hold harmless the Company, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) or ), which may consist of Class S Units, Class D Units and/or Class I Units. For the Securities Exchange Act avoidance of 1934doubt, any reference to Class S Units, Class D Units, and/or Class I Units shall include each of the Fund’s Class S Units, Class D Units and/or Class I Units and the Feeder’s Class STE Units, Class DTE Units, and/or Class ITE Units. The differences between the classes of Units and the eligibility requirements for each class of Units are described in detail in the Memorandum (as defined herein). The Units are to be offered and sold as described in the Memorandum. Under the terms of the Offering, as amended set forth in the confidential Private Placement Memorandum, dated as of September 2023 (including any supplements and amendments thereto, all financial statements, appendices, and all other documents which are a part thereof) (the “Exchange ActMemorandum”), the Units will be offered and sold at the offering prices per Unit set forth in the Memorandum. Except In connection with the Offering, the minimum initial subscription amount by any one person shall be as set forth in the Memorandum (except as otherwise set forth hereinaccepted by the Dealer Manager pursuant to its discretion to accept lesser amounts). By your acceptance of this Agreement, capitalized terms used you will become one of the Dealers referred to in the Dealer Manager Agreement between the Partnership and not otherwise defined herein shall have the meanings given them Dealer Manager and will be entitled and subject to the indemnification provisions contained in the Dealer Manager Agreement, including the provisions of Section 5 of the Dealer Manager Agreement wherein the Dealers severally agree to indemnify and hold harmless the Partnership, the Dealer Manager and each officer and director thereof, and each person, if any, who controls the Partnership or the Dealer Manager within the meaning of the Securities Act. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority (“FINRA”). (a) Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares Units for cash on the terms and conditions stated in the Company’s ProspectusMemorandum. Nothing in this Agreement shall be deemed or construed to make Selected the Dealer an employee, agent, representative, representative or partner of the Dealer Manager, the Company Partnership or the Adviserany of their respective affiliates, and Selected the Dealer is not authorized to act for the Dealer Manager, the Company Partnership or the Adviser any of their respective affiliates, or to make any representations on their behalf except as set forth in the Prospectus Memorandum and any printed sales literature or other materials prepared by in the Company, the Adviser or Authorized Sales Materials (as defined below). The Dealer acknowledges and agrees that none of the Dealer Manager, provided that the use Partnership or any of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies their respective affiliates are: (the a) providing any advice or recommendations to any persons who purchase and/or hold Units through Dealer pursuant to this Agreement (“Authorized Sales MaterialsInvestor”). In the event that the Company uses printed materials in connection with the Offering prepared by the Company; (b) providing any custody services to any person, the Adviser including any customers or the clients of Dealer; and/or (c) acting as broker of record for any persons who purchase and/or hold Units through Dealer Manager intended for “broker-dealer use only,” Selected Dealer shall use such “broker-dealer use only” materials in accordance with Section VII belowpursuant to this Agreement.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Industrial Income Advisors LLC, a Delaware limited liability company (the Adviser “Advisor”) dated [ ], 2008, in the form attached hereto as Exhibit A (“A.” The terms of the “Dealer Manager Agreement”)Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. Upon effectiveness By your acceptance of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement and as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in the Dealer Manager Agreement, including the provisions Section 7 of the such Dealer Manager Agreement wherein each of the Selected Dealers severally agrees agree to indemnify and hold harmless the Company, the AdviserDealer Manager, the Dealer Manager Advisor and their respective officers, directors, employees, members, partners, agents each officer and representativesdirector thereof, and each person, if any, who controls such entity the Company, the Dealer Manager, or the Advisor within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth specifically stated herein, capitalized terms used and in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected . The Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected the Dealer an employee, agent, representative, representative or partner of the Dealer Manager, Manager or of the Company or the AdviserCompany, and Selected the Dealer is not authorized to act for the Dealer Manager, Manager or the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any such other printed sales literature or other materials prepared information furnished to Dealer by the Company, the Adviser Dealer Manager or the Dealer Manager, provided that Company to supplement the use of said sales literature Prospectus (“supplemental information”). The Company has filed with the Securities and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies Exchange Commission (the “Authorized Sales MaterialsSEC”) the Registration Statement, including the Prospectus, for the registration of the offering of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). In the event that the Company uses printed materials in connection with the Offering prepared Such Registration Statement has been declared effective by the CompanySEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and the Adviser or District of Columbia. The Dealer Manager will provide the Dealer Manager intended for “broker-dealer use only,” Selected as many copies of the Prospectus as the Dealer shall use such “broker-dealer use only” materials in accordance with Section VII belowmay from time to time reasonably request.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement the Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Cantor Xxxxxxxxxx Investors, LLC, a Delaware limited liability company (the Adviser “Sponsor”) dated [ ]March 23, 20082017, in the form attached hereto as Exhibit A (“A.” The terms of the “Dealer Manager Agreement”)Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. Upon effectiveness By your acceptance of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement and as set forth in Section 13 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in the Dealer Manager Agreement, including the provisions Section 7 of the such Dealer Manager Agreement wherein each of the Selected Dealers severally agrees agree to indemnify and hold harmless the Company, the AdviserDealer Manager, the Dealer Manager Sponsor and their respective officers, directors, employees, members, partners, agents each officer and representativesdirector thereof, and each person, if any, who controls such entity the Company, the Dealer Manager, or the Sponsor within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth specifically stated herein, capitalized terms used and in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-broker dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected . The Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. The Dealer shall indicate on Schedule 1 to this Agreement whether the Dealer has elected to use its best efforts to sell Class A Shares, Class T Shares or both classes of Shares. Nothing in this Agreement shall be deemed or construed to make Selected the Dealer an employee, agent, representative, representative or partner of the Dealer Manager, Manager or of the Company or the AdviserCompany, and Selected the Dealer is not authorized to act for the Dealer Manager, Manager or the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed such other supplemental sales literature or materials, sales literature, advertising and other materials prepared material as shall have been previously approved by the Company, the Adviser Company or the Dealer Manager, provided that the use an authorized agent of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the The Company uses printed materials in connection has filed with the Offering prepared Securities and Exchange Commission (the “Commission”) the Registration Statement, including the Prospectus, for the registration of the offering of the Shares under the Securities Act. Such Registration Statement has been declared effective by the CompanyCommission, or will be declared effective prior to commencement of the Adviser offering. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and the District of Columbia, or will be so qualified prior to commencement of the offering in any such jurisdiction. The Dealer Manager will provide the Dealer Manager intended for “broker-dealer use only,” Selected as many copies of the Prospectus as the Dealer shall use such “broker-dealer use only” materials in accordance with Section VII belowmay from time to time reasonably request.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser dated [ ], 2008, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Participating Broker-Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Participating Broker-Dealer, including including, but not limited to, the provisions of the Dealer Manager Agreement Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Selected Participating Broker-Dealers severally agrees to indemnify and hold harmless the CompanyCorporation, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”) ), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 13 regarding submission of subscriptions for Offered Shares, and Section 14 regarding suitability of investors and compliance procedures for offers and sales of Offered Shares. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected . Participating Broker-Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Participating Broker-Dealer an employee, agent, representative, or partner of the Dealer Manager, the Company Corporation or the Adviser, and Selected Participating Broker-Dealer is not authorized to act for the Dealer Manager, the Company Corporation or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the CompanyCorporation, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company Corporation in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company Corporation uses printed materials in connection with the Offering prepared by the CompanyCorporation, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Participating Broker-Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income FS Investment Advisor, LLC LLC, a Delaware limited liability company, is the investment adviser of the Company Fund (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company Fund and the Adviser dated [ [__], 20082011, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Selected Dealer, including including, but not limited to, the provisions of the Dealer Manager Agreement Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Selected Dealers severally agrees to indemnify and hold harmless the CompanyFund, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 13 regarding submission of subscriptions for Offered Shares, and Section 14 regarding suitability of investors and compliance procedures for offers and sales of Offered Shares. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the CompanyFund’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Dealer an employee, agent, representative, or partner of the Dealer Manager, the Company Fund or the Adviser, and Selected Dealer is not authorized to act for the Dealer Manager, the Company Fund or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the CompanyFund, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company Fund in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company Fund uses printed materials in connection with the Offering prepared by the CompanyFund, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income AdvisorTriton Pacific Adviser, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser dated [ ]July 27, 20082012, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Participating Dealer Agreement (this “Agreement”) pursuant to Section XIV XII below, you will become one of the Selected Participating Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions contained in the Dealer Manager Agreement, including the provisions of the Dealer Manager Agreement wherein each of the Selected Participating Dealers severally agrees to indemnify and hold harmless the Company, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority (“FINRA”). (a) Selected Participating Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Participating Dealer an employee, agent, representative, partner of the Dealer Manager, the Company or the Adviser, and Selected Participating Dealer is not authorized to act for the Dealer Manager, the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Participating Dealer shall use such “broker-dealer use only” materials in accordance with Section VII V below. Triton Pacific Investment Corporation, Inc. Dealer Manager Agreement Except for volume discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Offered Shares shall be offered to the public at an initial offering price of $15.00 per Offered Share payable in cash, subject to any adjustment to ensure that Offered Shares are not sold at a price, after deduction of selling commissions and the dealer manager fee, that is below net asset value per Offered Share. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, subject to any discount that may apply based upon the volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. Except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction. Persons who purchase Offered Shares shall make their checks payable to “City National Bank—Triton Pacific Investment Corporation, Inc.” Each person desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of five business days following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. The Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated October 24, 2012 (the “Escrow Agreement”), by and among City National Bank (the “Escrow Agent”) and the Company. (a) If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payment for deposit to (i) the Escrow Agent for deposit in the escrow account until the minimum offering has been achieved and thereafter (ii) the Company or its designated agent. (b) If the Processing Broker-Dealer conducts its internal supervisory review at a different location (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt by the Processing Broker-Dealer. The Final Review Office will in turn by noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and Subscription Payment for deposit to (i) the Escrow Agent for deposit in the escrow account until the minimum offering has been achieved and thereafter (ii) the Company or its designated agent. Triton Pacific Investment Corporation, Inc. Dealer Manager Agreement Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly for deposit to (i) the Escrow Agent for deposit in the escrow account until the minimum offering has been achieved and thereafter (ii) the Company. The Processing Broker-Dealer shall furnish to the Escrow Agent or the Company, as applicable, with each delivery of Subscription Payments a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paid. The Offered Shares are nonassessable. Participating Dealer hereby agrees to place any order for the full purchase price except as otherwise provided in the Prospectus for volume discounts based upon the number of Offered Shares purchased by a subscriber through Participating Dealer. The Participating Dealers understand and acknowledge that the Company reserves the unconditional right to reject any order for any reason.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a third amended and restated dealer manager agreement with the Company and the Adviser Fund, dated [ [●], 20082017, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) ), pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Selected Dealer, including including, but not limited to, the provisions of the Dealer Manager Agreement Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Selected Dealers severally agrees to indemnify and hold harmless the CompanyFund, the Adviser, the Dealer Manager and their respective officers, directorstrustees, managers, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”) ), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 13 regarding submission of subscriptions for Offered Shares, and Section 14 regarding suitability of investors and compliance procedures for offers and sales of Offered Shares. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) and other properly licensed financial intermediaries. Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Dealer an employee, agent, representative, representative or partner of the Dealer Manager, the Company Fund or the Adviser, and Selected Dealer is not authorized to act for the Dealer Manager, the Company Fund or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has have been approved for use by the Company Fund in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company Fund uses printed materials in connection with the Offering prepared by the CompanyFund, the Adviser or the Dealer Manager that are intended for “broker-dealer use only” or “advisor use only,” Selected Dealer shall use such “broker-dealer use only” and “advisor use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement an Amended and Restated Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and the Adviser dated [ ]February 8, 2008, 2013 in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness A.” By your acceptance of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in such Agreement between the Company and the Dealer Manager Agreement and will be entitled and subject to the indemnification provisions contained in the Dealer Manager such Agreement, including the provisions of the Dealer Manager Section 4 of such Agreement wherein each of the Selected Dealers severally agrees agree to indemnify and hold harmless the Company, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents each officer and representativesdirector thereof, and each person, if any, who controls such entity the Company or the Dealer Manager within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended. Except as otherwise set forth specifically stated herein, capitalized all terms used and not otherwise defined herein shall in this Agreement have the meanings given them provided in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected . The Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected the Dealer an employee, agent, representative, representative or partner of the Dealer Manager, Manager or of the Company or the AdviserCompany, and Selected the Dealer is not authorized to act for the Dealer Manager, Manager or the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any such other printed sales literature or other materials prepared information furnished to the Dealer by the Company, the Adviser Dealer Manager or the Dealer Manager, provided that Company to supplement the use of said sales literature Prospectus (“supplemental information”). The Company has filed with the Securities and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies Exchange Commission (the “Authorized Sales MaterialsCommission”) the Registration Statement, including the Prospectus, for the registration of the offering of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or The Dealer Manager will provide the Dealer Manager intended for “broker-dealer use only,” Selected as many copies of the Prospectus as the Dealer shall use such “broker-dealer use only” materials in accordance with Section VII belowmay from time to time reasonably request.

Dealer Manager Agreement. FB Income AdvisorEagle Point Credit Management LLC, LLC a Delaware limited liability company, is the investment adviser of the Company Fund (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser Fund dated [ ]March 1, 2008, in the form attached hereto as Exhibit A 2024 (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Participating Broker-Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Participating Broker-Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Participating Broker-Dealer, including including, but not limited to, the provisions of the Dealer Manager Agreement Sections 3.5 and 5.3 regarding suspension of offers and sales of Offered Shares, Section 5.1 regarding solicitation of subscriptions of Offered Shares, Section 5.2 regarding regulatory compliance, Section 6, wherein each of the Selected Participating Broker-Dealers severally agrees to indemnify and hold harmless the CompanyFund, the Adviser, the Dealer Manager and their respective officers, trustees, directors, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”) ), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 14 regarding submission of subscriptions for Offered Shares, and Section 15 regarding suitability of investors and compliance procedures for offers and sales of Offered Shares. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected . Participating Broker-Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Participating Broker-Dealer an employee, agent, representative, or partner of the Dealer Manager, the Company Manager or the AdviserFund, and Selected Participating Broker-Dealer is not authorized to act for the Dealer Manager, the Company Manager or the Adviser Fund or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the CompanyFund, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company Fund in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company Fund uses printed materials in connection with the Offering prepared by the CompanyFund, the Adviser or the Dealer Manager intended for “broker-dealer use only,” Selected Participating Broker-Dealer shall use such “broker-dealer use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement with the Company and the Adviser Fund, dated [ ]May 26, 20082017, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). Upon effectiveness of this Selected Dealer Agreement (this “Agreement”) ), pursuant to Section XIV below, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions representations, warranties and covenants contained in the Dealer Manager AgreementAgreement relating to the rights and obligations of a Selected Dealer, including including, but not limited to, the provisions of the Dealer Manager Agreement Sections 2.5 and 4.3 regarding suspension of offers and sales of Offered Shares, Section 4.1 regarding solicitation of subscriptions of Offered Shares, Section 4.2 regarding regulatory compliance, Section 5, wherein each of the Selected Dealers severally agrees to indemnify and hold harmless the CompanyFund, the Adviser, the Dealer Manager and their respective officers, directorstrustees, managers, employees, members, partners, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”) ), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 13 regarding submission of subscriptions for Offered Shares, and Section 14 regarding suitability of investors and compliance procedures for offers and sales of Offered Shares. Except as otherwise set forth herein, capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Dealer Manager Agreement. The Offered Shares are offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) and other properly licensed financial intermediaries. Selected Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected Dealer an employee, agent, representative, representative or partner of the Dealer Manager, the Company Fund or the Adviser, and Selected Dealer is not authorized to act for the Dealer Manager, the Company Fund or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has have been approved for use by the Company Fund in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”). In the event that the Company Fund uses printed materials in connection with the Offering prepared by the CompanyFund, the Adviser or the Dealer Manager that are intended for “broker-dealer use only” or “advisor use only,” Selected Dealer shall use such “broker-dealer use only” and “advisor use only” materials in accordance with Section VII below.

Dealer Manager Agreement. FB Income Advisor, LLC is the investment adviser of the Company (the “Adviser”). The Dealer Manager has entered into a dealer manager agreement Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company and Income Property Advisors LLC, a Delaware limited liability company (the Adviser “Advisor”) dated [ ], 2008, in the form attached hereto as Exhibit A (“A.” The terms of the “Dealer Manager Agreement”)Agreement relating to the Dealer are incorporated herein by reference as if set forth verbatim. Upon effectiveness By your acceptance of this Selected Dealer Agreement (this “Agreement”) pursuant to Section XIV below, you will become one of the Selected Dealers referred to in such Dealer Manager Agreement, as well as a third-party beneficiary of the Dealer Manager Agreement and as set forth in Section 14 thereof, and, in particular, will be entitled and subject to the indemnification provisions contained in the Dealer Manager Agreement, including the provisions Section 7 of the such Dealer Manager Agreement wherein each of the Selected Dealers severally agrees agree to indemnify and hold harmless the Company, the Adviser, the Dealer Manager and their respective officers, directors, employees, members, partners, agents each officer and representativesdirector thereof, and each person, if any, who controls such entity the Company or the Dealer Manager within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise set forth specifically stated herein, capitalized terms used and in this Agreement not otherwise defined herein shall have the meanings given them in the Dealer Manager Agreement. The Offered Shares are to be offered solely through broker-dealers who are members in good standing of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (a) Selected . The Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Company’s Prospectus. Nothing in this Agreement shall be deemed or construed to make Selected the Dealer an employee, agent, representative, representative or partner of the Dealer Manager, Manager or of the Company or the AdviserCompany, and Selected the Dealer is not authorized to act for the Dealer Manager, Manager or the Company or the Adviser or to make any representations on their behalf except as set forth in the Prospectus and any such other printed sales literature or other materials prepared information furnished to Dealer by the Company, the Adviser Dealer Manager or the Dealer Manager, provided that Company to supplement the use of said sales literature Prospectus (“supplemental information”). The Company has filed with the Securities and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies Exchange Commission (the “Authorized Sales MaterialsSEC”) the Registration Statement, including the Prospectus, for the registration of the offering of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). In the event that the Company uses printed materials in connection with the Offering prepared Such registration statement has been declared effective by the CompanySEC. The offering of the Shares has also been qualified in all fifty states of the United States, Puerto Rico and the Adviser or District of Columbia. The Dealer Manager will provide the Dealer Manager intended for “broker-dealer use only,” Selected as many copies of the Prospectus as the Dealer shall use such “broker-dealer use only” materials in accordance with Section VII belowmay from time to time reasonably request.