Common use of License and Association Membership; Compliance with Applicable Laws Clause in Contracts

License and Association Membership; Compliance with Applicable Laws. Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that Participating Broker-Dealer (a) is duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, (b) is a member of FINRA in good standing, (c) is a broker or dealer registered as such in those states and jurisdictions where it offers or sells Primary Shares. Participating Broker-Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 3 to this Agreement and that its independent contractors and registered representatives have all required or appropriate approvals, licenses and registrations licenses(s) to offer and sell the Primary Shares in such jurisdictions. No Primary Shares shall be offered or sold for the account of the Company in any other states or jurisdictions. This Agreement shall automatically terminate with no further action by any party hereto if Participating Broker-Dealer ceases to be a member in good standing of FINRA, or with the securities commission of the state in which Participating Broker-Dealer’s principal office is located. Participating Broker-Dealer agrees to notify the Dealer Manager immediately if Participating Broker-Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Participating Broker-Dealer is currently registered or licensed. There is no provision in the Participating Broker-Dealer’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the services related to the Offering as contemplated by this Agreement. Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that the Participating Broker-Dealer’s performance of its obligations under this Agreement shall comply with (i) the terms of this Agreement, (ii) the Securities Act, the Securities Act Regulations, the Exchange Act, the Exchange Act Regulations, and all other federal rules and regulations applicable to the Offering and the sale of the Offered Shares, (iii) all applicable state securities or “blue sky” laws, (iv) the provisions of Section III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as may be further revised and amended (the “NASAA Guidelines”), and (v) the rules set forth in the FINRA rulebook, which currently consists of rules promulgated by FINRA, the National Association of Securities Dealers and the New York Stock Exchange (collectively, the “FINRA Rules”). Participating Broker-Dealer agrees to comply and shall comply with any applicable requirements with respect to its participation in any resales or transfers of the Offered Shares. In addition, Participating Broker-Dealer agrees that should it assist with the resale or transfer of the Offered Shares, it will fully comply with all applicable FINRA Rules and any other applicable federal or state laws.

License and Association Membership; Compliance with Applicable Laws. Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that (i) Participating Broker-Dealer (a) is duly registered as a broker-dealer pursuant to under the provisions Securities Exchange Act of 1934, as amended (the “Exchange Act”), (bii) is a member of FINRA in good standingstanding of FINRA, and (ciii) is a broker or dealer registered as such in those states and jurisdictions where it offers or sells Primary Shares. Participating Broker-Dealer represents and warrants that it is currently licensed as a broker-dealer in each of the states and the jurisdictions identified on Schedule 3 to this Agreement where it will offer or sell Shares and that its independent contractors and registered representatives have all required or the appropriate approvals, licenses and registrations licenses(s) to offer and sell the Primary Shares in all such jurisdictions. No Primary Shares shall be offered or sold for the account of the Company in any other states or and jurisdictions. This Agreement shall automatically terminate with no further action by any party hereto if Participating Broker-Dealer ceases to be a member in good standing of FINRA, FINRA or with the securities commission of the state in which Participating Broker-Dealer’s principal office is located. Participating Broker-Dealer agrees to notify the Dealer Manager immediately if Participating Broker-Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Participating Broker-Dealer is currently registered or licensed. There is no provision in the Participating Broker-Dealer’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the services related to the Offering as contemplated by this Agreement. Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that the Participating Broker-Dealer’s performance of its obligations under this Agreement shall comply in all material respects with all applicable terms and requirements of (i) the Dealer Manager Agreement, which such terms of this Agreementare incorporated herein by reference, (ii) this Agreement and the Memorandum, (iii) the Securities Act and the rules and regulations of the SEC promulgated under the Securities Act, including without limitation Regulation D, (iv) the Securities Exchange Act Regulations, and the rules and regulations of the SEC promulgated under the Exchange Act, the Exchange Act Regulations, and all other federal rules and regulations applicable to the Offering and the sale of the Offered Shares, (iiiv) all applicable state securities or “blue sky” laws, (iv) the provisions of Section III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as may be further revised and amended (the “NASAA Guidelines”), and (vvi) the rules set forth in the FINRA rulebook, which currently consists of all rules promulgated by FINRA, and (vii) all other federal laws, rules and regulations applicable to the National Association of Securities Dealers Offering and the New York Stock Exchange offer and sale of the Shares, or the activities of Participating Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state and federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (collectively“GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the SEC and FINRA, the Bank Secrecy Act, as amended, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “FINRA RulesPatriot Act”), and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury. Participating Broker-Dealer agrees to comply and shall comply with any applicable requirements with respect to its participation in any resales or transfers of the Offered Shares. In additionNone of (i) Participating Dealer, (ii) any of Participating Dealer’s directors, executive officers, other officers participating in the Offering, general partners or managing members, (iii) any of the directors, executive officers or other officers participating in the Offering of any such general partner or managing member of Participating Dealer, or (iv) any other officers or employees of Participating Dealer or any such general partner or managing member of Participating Dealer that have been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering (each, a “Participating Dealer Covered Person” and, collectively, the “Participating Dealer Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to 506(d)(1)(viii) under the Securities Act (a “Disqualifying Event”), except for a Disqualifying Event (a) contemplated by Rule 506(d)(2) of the Securities Act and (b) a description of which has been furnished in writing to the Company and the Dealer Manager prior to the date hereof or, in the case of a Disqualifying Event occurring after the date hereof, prior to the date of any further offering of Shares. With respect to each Participating Dealer Covered Person, Participating Broker-Dealer agrees has established procedures reasonably designed to ensure that should it assist Participating Dealer receives notice from each such Participating Dealer Covered Person of: (i) any Disqualifying Event relating to that Participating Dealer Covered Person and (ii) any event that would, with the resale passage of time, become a Disqualifying Event relating to that Participating Dealer Covered Person, in each case, occurring up to and including the last date on which Shares are offered in the Offering. Participating Dealer currently has in place and effect, and shall maintain in place and full force and effect during the term of this Agreement, insurance coverage in amounts and upon terms as are customary and appropriate for a party engaged in Participating Dealer’s business and performing its obligations under this Agreement, including any and all minimum or transfer of the Offered Shares, it will fully comply with all mandated insurance coverage required by applicable FINRA Rules and any other applicable federal or state lawslaw.

License and Association Membership; Compliance with Applicable Laws. Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that Participating Broker-Dealer (a) is duly a properly registered as a or licensed broker-dealer pursuant dealer, duly authorized to the provisions of the Exchange Act, (b) is a member of FINRA sell Primary Shares under Federal and state securities laws and regulations in good standing, (c) is a broker or dealer registered as such in those all states and jurisdictions where it offers or sells Primary Shares, and that it is a member in good standing of FINRA. Participating Broker-Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 3 to this Agreement and that its independent contractors and registered representatives have all required or the appropriate approvals, licenses and registrations licenses(s) to offer and sell the Primary Shares in such jurisdictions. No Primary Shares shall be offered or sold for the account of the Company in any other states or foreign jurisdictions. This Agreement shall automatically terminate with no further action by any party hereto if Participating Broker-Dealer ceases to be a member in good standing of FINRA, or with the securities commission of the state in which Participating Broker-Dealer’s principal office is located. Participating Broker-Dealer agrees to notify the Dealer Manager immediately if Participating Broker-Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Participating Broker-Dealer is currently registered or licensed. There is no provision in the Participating Broker-Dealer’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the services related to the Offering as contemplated by this Agreement. Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that the Participating Broker-Dealer’s performance of its obligations under this Agreement shall comply with (i) the applicable terms of the Dealer Manager Agreement, which such terms are incorporated herein by reference, (ii) the terms of this Agreement, (iiiii) the Securities Act, Act and the Securities Act Regulations, (iv) the Exchange Act and the applicable rules and regulations of the SEC promulgated under the Exchange Act, the Exchange Act Regulations, and all other federal rules and regulations applicable to the Offering and the sale of the Offered Shares, (iiiv) all applicable state securities or “blue sky” laws, (ivvi) the provisions of Section III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as may be further revised and amended (the “NASAA Guidelines”), and (vvii) the rules set forth in the FINRA rulebook, which currently consists of rules promulgated by FINRA, the National Association of Securities Dealers (“NASD”) and the New York Stock Exchange (collectively, the “FINRA Rules”), specifically including, but not in any way limited to, FINRA Rule 2310, FINRA Rule 5110, FINRA Rule 5141, NASD Rule 2340 and NASD Rule 2420 and (viii) all other federal laws, rules and regulations applicable to the Offering and the offer and sale of the Offered Shares. Participating Broker-Dealer agrees to comply and shall comply with any applicable requirements with respect to its participation in any resales or transfers of the Offered Shares. In addition, Participating Broker-Dealer agrees that should it assist with the resale or transfer of the Offered Shares, it will fully comply with all applicable FINRA Rules rules and any other applicable federal or state laws.

License and Association Membership; Compliance with Applicable Laws. Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that Participating Broker-Dealer (a) is duly a properly registered as a and licensed broker-dealer pursuant dealer, duly authorized to the provisions of the Exchange Act, (b) is a member of FINRA sell Primary Shares under federal and state securities laws and regulations in good standing, (c) is a broker or dealer registered as such in those all states and jurisdictions where it offers or sells Primary Shares, and that it is a member in good standing of FINRA. Participating Broker-Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 3 to this Agreement and that its independent contractors and registered representatives have all required or the appropriate approvals, licenses and registrations licenses(s) to offer and sell the Primary Shares in such jurisdictions. No Primary Shares shall be offered or sold for the account of the Company in any other states or foreign jurisdictions. This Agreement shall automatically terminate with no further action by any party hereto if Participating Broker-Dealer ceases to be a member in good standing of FINRA, or with the securities commission of the state in which Participating Broker-Dealer’s principal office is located. Participating Broker-Dealer agrees to notify the Dealer Manager immediately if Participating Broker-Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Participating Broker-Dealer is currently registered or licensed. There is no provision in the Participating Broker-Dealer’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the services related to the Offering as contemplated by this Agreement. Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that the Participating Broker-Dealer’s performance of its obligations under this Agreement shall comply with (i) the applicable terms of the Dealer Manager Agreement, which such terms are incorporated herein by reference, (ii) the terms of this Agreement, (iiiii) the Securities Act, Act and the Securities Act Regulations, (iv) the Exchange Act and the applicable rules and regulations of the SEC promulgated under the Exchange Act, the Exchange Act Regulations, and all other federal rules and regulations applicable to the Offering and the sale of the Offered Shares, (iiiv) all applicable state securities or “blue sky” laws, (ivvi) the provisions of Section III.C. III.C and Section III.E.1 of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as may be further revised and amended (the “NASAA REIT Guidelines”)) and any applicable standard of care under Regulation Best Interest promulgated under the Exchange Act, and (vvii) the rules set forth in the FINRA rulebook, which currently consists of rules promulgated by FINRA, the National Association of Securities Dealers (“NASD”) and the New York Stock Exchange (collectively, the “FINRA Rules”), specifically including, but not in any way limited to, FINRA Rule 2310, FINRA Rule 5110, FINRA Rule 5141, NASD Rule 2340 and NASD Rule 2420, (viii) any instructions or limitations provided in the blue sky memorandum prepared and provided by Company or the Operating Partnership and delivered to the Participating Broker-Dealer by the Dealer Manager and (ix) all other federal laws, rules and regulations applicable to the Offering and the offer and sale of the Offered Shares. Participating Broker-Dealer agrees to comply and shall comply with any applicable requirements with respect to its participation in any resales or transfers of the Offered Shares. In addition, Participating Broker-Dealer agrees that should it assist with the resale or transfer of the Offered Shares, it will fully comply with all applicable FINRA Rules rules and any other applicable federal or state laws.

License and Association Membership; Compliance with Applicable Laws. Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that Participating Broker-Dealer (a) is duly a properly registered as a or licensed broker-dealer pursuant dealer, duly authorized to the provisions of the Exchange Act, (b) is a member of FINRA sell Primary Shares under federal and state securities laws and regulations in good standing, (c) is a broker or dealer registered as such in those all states and jurisdictions where it offers or sells Primary Shares, and that it is a member in good standing of FINRA. Participating Broker-Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 3 to this Agreement and that its independent contractors and registered representatives have all required or the appropriate approvals, licenses and registrations licenses(s) to offer and sell the Primary Shares in such jurisdictions. No Primary Shares shall be offered or sold for the account of the Company in any other states or foreign jurisdictions. This Agreement shall automatically terminate with no further action by any party hereto if Participating Broker-Dealer ceases to be a member in good standing of FINRA, or with the securities commission of the state in which Participating Broker-Dealer’s principal office is located. Participating Broker-Dealer agrees to notify the Dealer Manager immediately if Participating Broker-Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Participating Broker-Dealer is currently registered or licensed. There is no provision in the Participating Broker-Dealer’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the services related to the Offering as contemplated by this Agreement. Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that the Participating Broker-Dealer’s performance of its obligations under this Agreement shall comply with (i) the applicable terms of the Dealer Manager Agreement, which such terms are incorporated herein by reference, (ii) the terms of this Agreement, (iiiii) the Securities Act, Act and the Securities Act Regulations, (iv) the Exchange Act and the applicable rules and regulations of the SEC promulgated under the Exchange Act, the Exchange Act Regulations, and all other federal rules and regulations applicable to the Offering and the sale of the Offered Shares, (iiiv) all applicable state securities or “blue sky” laws, (ivvi) the provisions of Section III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as may be further revised and amended (the “NASAA Guidelines”), and (vvii) the rules set forth in the FINRA rulebook, which currently consists of rules promulgated by FINRA, the National Association of Securities Dealers (“NASD”) and the New York Stock Exchange (collectively, the “FINRA Rules”), specifically including, but not in any way limited to, FINRA Rule 2310, FINRA Rule 5110, FINRA Rule 5141, NASD Rule 2340 and NASD Rule 2420, (viii) any instructions or limitations provided in the blue sky memorandum prepared and provided by Company or the Operating Partnership and delivered to the Participating Broker-Dealer by the Dealer Manager and (ix) all other federal laws, rules and regulations applicable to the Offering and the offer and sale of the Offered Shares. Participating Broker-Dealer agrees to comply and shall comply with any applicable requirements with respect to its participation in any resales or transfers of the Offered Shares. In addition, Participating Broker-Dealer agrees that should it assist with the resale or transfer of the Offered Shares, it will fully comply with all applicable FINRA Rules rules and any other applicable federal or state laws.

License and Association Membership; Compliance with Applicable Laws. Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company Sponsor, each Trust and the Dealer Manager that Participating Broker-Dealer is currently, and at all times during the performance of Participating Dealer’s obligations under this Agreement Participating Dealer will be (a) is duly registered as a broker-dealer pursuant to the provisions of under the Exchange Act, (b) is a member of FINRA in good standingstanding of FINRA, and (c) is a broker duly licensed or dealer registered as such in those states and jurisdictions where it offers or sells Primary Shares. Participating Broker-Dealer represents and warrants that it is currently licensed as a broker-dealer in each of the states and the other jurisdictions identified (including under the laws of any jurisdictions listed on Schedule 3 to this Agreement III) where it will offer or sell DST Interests and that its independent contractors and registered representatives have all required or the appropriate approvals, licenses and registrations licenses(s) to offer and sell the Primary Shares DST Interests in all such jurisdictions. No Primary Shares shall be offered or sold for the account of the Company in any states and other states or jurisdictions. This Agreement shall automatically terminate with no further action by any party hereto if Participating Broker-Dealer ceases to be a member in good standing of FINRAof, or with has its registration suspended or terminated by, FINRA or the securities commission of the state in which Participating Broker-Dealer’s principal office is located. Participating Broker-Dealer agrees to notify the Dealer Manager immediately if Participating Broker-Dealer ceases to be a member in good standing of of, or has its registration suspended or terminated by, FINRA or with the securities commission of any state in which Participating Broker-Dealer is currently registered or licensed. There is no provision in the Participating Broker-Dealer’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the services related to the Offering as contemplated by this Agreement. Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company Sponsor, the Operating Partnership, each Trust and the Dealer Manager that the Participating Broker-Dealer’s performance of its obligations under this Agreement shall comply with all applicable terms and requirements of (i) the DST Dealer Manager Agreement (a copy of which shall be available to Participating Dealer upon request), which such terms of are incorporated herein by reference, (ii) this Agreement, (iiiii) the Securities Act and the rules and regulations of the SEC promulgated under the Securities Act, (iv) the Securities Exchange Act Regulations, and the rules and regulations of the SEC promulgated under the Exchange Act, (v) state securities or “blue sky” laws and regulations, (vi) all rules promulgated by FINRA and the Exchange Act RegulationsNational Association of Securities Dealers applicable to the Offering (collectively, the “FINRA Rules”), and (vii) all other federal laws, rules and regulations applicable to the Offering and the offer and sale of the Offered SharesDST Interests, (iii) all applicable or the activities of Participating Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state securities or “blue sky” and federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (iv) the provisions of Section III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as may be further revised and amended (the “NASAA GuidelinesGLBA”), and (v) the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules set forth in of the FINRA rulebook, which currently consists of rules promulgated by SEC and FINRA, the National Association of Securities Dealers and the New York Stock Exchange (collectivelyBank Secrecy Act, as amended, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “FINRA RulesUSA Patriot Act”), and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury, and (viii) the Memoranda. Participating Broker-Dealer agrees to comply currently has in place and effect and shall comply with maintain in place and full force and effect during the term of this Agreement, insurance coverage in amounts and upon terms as are customary and appropriate for a party engaged in Participating Dealer’s business and performing its obligations under this Agreement, including any and all minimum or mandated insurance coverage required by applicable requirements with respect to its participation in any resales or transfers of the Offered Shares. In addition, Participating Broker-Dealer agrees that should it assist with the resale or transfer of the Offered Shares, it will fully comply with all applicable FINRA Rules and any other applicable federal or state lawslaw.

License and Association Membership; Compliance with Applicable Laws. Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company Sponsor, each Trust and the Dealer Manager that Participating Broker-Dealer is currently, and at all times during the performance of Participating Dealer’s obligations under this Agreement Participating Dealer will be (a) is duly registered as a broker-dealer pursuant to the provisions of under the Exchange Act, (b) is a member of FINRA in good standingstanding of FINRA, and (c) is a broker duly licensed or dealer registered as such in those states and jurisdictions where it offers or sells Primary Shares. Participating Broker-Dealer represents and warrants that it is currently licensed as a broker-dealer in each of the states and the other jurisdictions identified (including under the laws of any jurisdictions listed on Schedule 3 to this Agreement III) where it will offer or sell DST Interests and that its independent contractors and registered representatives have all required or the appropriate approvals, licenses and registrations licenses(s) to offer and sell the Primary Shares DST Interests in all such jurisdictions. No Primary Shares shall be offered or sold for the account of the Company in any states and other states or jurisdictions. This Agreement shall automatically terminate with no further action by any party hereto if Participating Broker-Dealer ceases to be a member in good standing of FINRAof, or with has its registration suspended or terminated by, FINRA or the securities commission of the state in which Participating Broker-Dealer’s principal office is located. Participating Broker-Dealer agrees to notify the Dealer Manager immediately if Participating Broker-Dealer ceases to be a member in good standing of of, or has its registration suspended or terminated by, FINRA or with the securities commission of any state in which Participating Broker-Dealer is currently registered or licensed. There is no provision in the Participating Broker-Dealer’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the services related to the Offering as contemplated by this Agreement. Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company Sponsor, the Operating Partnership, each Trust and the Dealer Manager that the Participating Broker-Dealer’s performance of its obligations under this Agreement shall comply with all applicable terms and requirements of (i) the DST Dealer Manager Agreement (a copy of which shall be available to Participating Dealer upon request), which such terms of are incorporated herein by reference, (ii) this Agreement, (iiiii) the Securities Act and the rules and regulations of the SEC promulgated under the Securities Act, (iv) the Securities Exchange Act Regulations, and the rules and regulations of the SEC promulgated under the Exchange Act, (v) state securities or “blue sky” laws and regulations, (vi) all rules promulgated by FINRA and the Exchange Act RegulationsNational Association of Securities Dealers applicable to the Offering (collectively, and the “FINRA Rules”), (vii) all other federal laws, rules and regulations applicable to the Offering and the offer and sale of the Offered SharesDST Interests, (iii) all applicable or the activities of Participating Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state securities or “blue sky” and federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (iv) “GLBA”), and the provisions of Section III.C. laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Statement of Policy Regarding Real Estate Investment Trusts of SEC and FINRA, the North American Securities Administrators Association, Inc.Bank Secrecy Act, as revised amended, the Uniting and amended on May 7Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, 2007 and as may be further revised and amended (the “NASAA GuidelinesUSA Patriot Act”), and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury, and (vviii) the rules set forth in the FINRA rulebook, which currently consists of rules promulgated by FINRA, the National Association of Securities Dealers and the New York Stock Exchange (collectively, the “FINRA Rules”)Memoranda. Participating Broker-Dealer agrees to comply currently has in place and effect and shall comply with maintain in place and full force and effect during the term of this Agreement, insurance coverage in amounts and upon terms as are customary and appropriate for a party engaged in Participating Dealer’s business and performing its obligations under this Agreement, including any and all minimum or mandated insurance coverage required by applicable requirements with respect to its participation in any resales or transfers of the Offered Shares. In addition, Participating Broker-Dealer agrees that should it assist with the resale or transfer of the Offered Shares, it will fully comply with all applicable FINRA Rules and any other applicable federal or state lawslaw.

License and Association Membership; Compliance with Applicable Laws. Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that (i) Participating Broker-Dealer (a) is duly registered as a broker-dealer pursuant to under the provisions Securities Exchange Act of 1934, as amended (the “Exchange Act”), (bii) is a member of FINRA in good standingstanding of FINRA, and (ciii) is a broker or dealer registered as such in those states and jurisdictions where it offers or sells Primary Shares. Participating Broker-Dealer represents and warrants that it is currently licensed as a broker-dealer in each of the states and the jurisdictions identified on Schedule 3 to this Agreement where it will offer or sell Shares and that its independent contractors and registered representatives have all required or the appropriate approvals, licenses and registrations licenses(s) to offer and sell the Primary Shares in all such jurisdictions. No Primary Shares shall be offered or sold for the account of the Company in any other states or and jurisdictions. This Agreement shall automatically terminate with no further action by any party hereto if Participating Broker-Dealer ceases to be a member in good standing of FINRA, FINRA or with the securities commission of the state in which Participating Broker-Dealer’s principal office is located. Participating Broker-Dealer agrees to notify the Dealer Manager immediately if Participating Broker-Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Participating Broker-Dealer is currently registered or licensed. There is no provision in the Participating Broker-Dealer’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the services related to the Offering as contemplated by this Agreement. Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that the Participating Broker-Dealer’s performance of its obligations under this Agreement shall comply in all material respects with all applicable terms and requirements of (i) the Dealer Manager Agreement, which such terms of this Agreementare incorporated herein by reference, (ii) this Agreement and the Memorandum, (iii) the Securities Act and the rules and regulations of the SEC promulgated under the Securities Act, including without limitation Regulation D and Rule 506(b) thereunder, (iv) the Securities Exchange Act Regulations, and the rules and regulations of the SEC promulgated under the Exchange Act, the Exchange Act Regulations, and all other federal rules and regulations applicable to the Offering and the sale of the Offered Shares, (iiiv) all applicable state securities or “blue sky” laws, (iv) the provisions of Section III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as may be further revised and amended (the “NASAA Guidelines”), and (vvi) the rules set forth in the FINRA rulebook, which currently consists of all rules promulgated by FINRA, and (vii) all other federal laws, rules and regulations applicable to the National Association of Securities Dealers Offering and the New York Stock Exchange offer and sale of the Shares, or the activities of Participating Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state and federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (collectively“GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the SEC and FINRA, the Bank Secrecy Act, as amended, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “FINRA RulesPatriot Act”), and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury. Participating Broker-Dealer agrees to comply and shall comply with any applicable requirements with respect to its participation in any resales or transfers of the Offered Shares. In additionNone of (i) Participating Dealer, (ii) any of Participating Dealer’s directors, executive officers, other officers participating in the Offering, general partners or managing members, (iii) any of the directors, executive officers or other officers participating in the Offering of any such general partner or managing member of Participating Dealer, or (iv) any other officers or employees of Participating Dealer or any such general partner or managing member of Participating Dealer that have been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering (each, a “Participating Dealer Covered Person” and, collectively, the “Participating Dealer Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to 506(d)(1)(viii) under the Securities Act (a “Disqualifying Event”), except for a Disqualifying Event (a) contemplated by Rule 506(d)(2) of the Securities Act and (b) a description of which has been furnished in writing to the Company and the Dealer Manager prior to the date hereof or, in the case of a Disqualifying Event occurring after the date hereof, prior to the date of any further offering of Shares. With respect to each Participating Dealer Covered Person, Participating Broker-Dealer agrees has established procedures reasonably designed to ensure that should it assist Participating Dealer receives notice from each such Participating Dealer Covered Person of: (i) any Disqualifying Event relating to that Participating Dealer Covered Person and (ii) any event that would, with the resale passage of time, become a Disqualifying Event relating to that Participating Dealer Covered Person, in each case, occurring up to and including the last date on which Shares are offered in the Offering. Participating Dealer currently has in place and effect, and shall maintain in place and full force and effect during the term of this Agreement, insurance coverage in amounts and upon terms as are customary and appropriate for a party engaged in Participating Dealer’s business and performing its obligations under this Agreement, including any and all minimum or transfer of the Offered Shares, it will fully comply with all mandated insurance coverage required by applicable FINRA Rules and any other applicable federal or state laws.law. LEGAL02/44544150v5

License and Association Membership; Compliance with Applicable Laws. Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company Company, each Trust and the Dealer Manager that Participating Broker-Dealer is currently, and at all times during the performance of Participating Dealer’s obligations under this Agreement Participating Dealer will be (a) is duly registered as a broker-dealer pursuant to the provisions of under the Exchange Act, (b) is a member of FINRA in good standingstanding of FINRA, and (c) is a broker duly licensed or dealer registered as such in those states and jurisdictions where it offers or sells Primary Shares. Participating Broker-Dealer represents and warrants that it is currently licensed as a broker-dealer in each of the states and the other jurisdictions identified (including under the laws of any jurisdictions listed on Schedule 3 to this Agreement III) where it will offer or sell DST Interests and that its independent contractors and registered representatives have all required or the appropriate approvals, licenses and registrations licenses(s) to offer and sell the Primary Shares DST Interests in all such jurisdictions. No Primary Shares shall be offered or sold for the account of the Company in any states and other states or jurisdictions. This Agreement shall automatically terminate with no further action by any party hereto if Participating Broker-Dealer ceases to be a member in good standing of FINRAof, or with has its registration suspended or terminated by, FINRA or the securities commission of the state in which Participating Broker-Dealer’s principal office is located. Participating Broker-Dealer agrees to notify the Dealer Manager immediately if Participating Broker-Dealer ceases to be a member in good standing of of, or has its registration suspended or terminated by, FINRA or with the securities commission of any state in which Participating Broker-Dealer is currently registered or licensed. There is no provision in the Participating Broker-Dealer’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the services related to the Offering as contemplated by this Agreement. Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company Company, the Operating Partnership, each Trust and the Dealer Manager that the Participating Broker-Dealer’s performance of its obligations under this Agreement shall comply with all applicable terms and requirements of (i) the DST Dealer Manager Agreement (a copy of which shall be available to Participating Dealer upon request), which such terms of are incorporated herein by reference, (ii) this Agreement, (iiiii) the Securities Act and the rules and regulations of the SEC promulgated under the Securities Act, (iv) the Securities Exchange Act Regulations, and the rules and regulations of the SEC promulgated under the Exchange Act, (v) state securities or “blue sky” laws and regulations, (vi) all rules promulgated by FINRA and the Exchange Act RegulationsNational Association of Securities Dealers applicable to the Offering (collectively, the “FINRA Rules”), and (vii) all other federal laws, rules and regulations applicable to the Offering and the offer and sale of the Offered SharesDST Interests, (iii) all applicable or the activities of Participating Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state securities or “blue sky” and federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (iv) the provisions of Section III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as may be further revised and amended (the “NASAA GuidelinesGLBA”), and (v) the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules set forth in of the FINRA rulebook, which currently consists of rules promulgated by SEC and FINRA, the National Association of Securities Dealers and the New York Stock Exchange (collectivelyBank Secrecy Act, as amended, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “FINRA RulesUSA Patriot Act”), and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury, and (viii) the Memoranda. Participating Broker-Dealer agrees to comply currently has in place and effect and shall comply with maintain in place and full force and effect during the term of this Agreement, insurance coverage in amounts and upon terms as are customary and appropriate for a party engaged in Participating Dealer’s business and performing its obligations under this Agreement, including any and all minimum or mandated insurance coverage required by applicable requirements with respect to its participation in any resales or transfers of the Offered Shares. In addition, Participating Broker-Dealer agrees that should it assist with the resale or transfer of the Offered Shares, it will fully comply with all applicable FINRA Rules and any other applicable federal or state lawslaw.

License and Association Membership; Compliance with Applicable Laws. Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company Sponsor, each Trust for which Participating Dealer has executed an Acceptance Letter, and the Dealer Manager Manager, that Participating Broker-Dealer is currently, and at all times during the performance of Participating Dealer’s obligations under this Agreement will be (a) is duly registered as a broker-dealer pursuant to the provisions of under the Exchange Act, (b) is a member of FINRA in good standingstanding of FINRA, and (c) is a broker duly licensed or dealer registered as such in those states and jurisdictions where it offers or sells Primary Shares. Participating Broker-Dealer represents and warrants that it is currently licensed as a broker-dealer in each of the states and the other jurisdictions identified (including under the laws of any jurisdictions listed on Schedule 3 to this Agreement III) where it will offer or sell DST Interests and that its independent contractors and registered representatives have all required or the appropriate approvals, licenses and registrations licenses(s) to offer and sell the Primary Shares DST Interests in all such jurisdictions. No Primary Shares shall be offered or sold for the account of the Company in any states and other states or jurisdictions. This Agreement shall automatically terminate with no further action by any party hereto if Participating Broker-Dealer ceases to be a member in good standing of FINRAof, or with has its registration suspended or terminated by, FINRA or the securities commission of the state in which Participating Broker-Dealer’s principal office is located. Participating Broker-Dealer agrees to notify the Dealer Manager immediately if Participating Broker-Dealer ceases to be a member in good standing of of, or has its registration suspended or terminated by, FINRA or with the securities commission of any state in which Participating Broker-Dealer is currently registered or licensed. There is no provision in the Participating Broker-Dealer’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the services related to the Offering as contemplated by this Agreement. Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company Sponsor, the Operating Partnership, each Trust for which Participating Dealer has executed an Acceptance Letter, and the Dealer Manager that the Participating Broker-Dealer’s performance of its obligations under this Agreement shall comply with all applicable terms and requirements of (i) the DST Dealer Manager Agreement (a copy of which shall be available to Participating Dealer upon request), which such terms of are incorporated herein by reference, (ii) this Agreement, (iiiii) the Securities Act and the rules and regulations of the SEC promulgated under the Securities Act, (iv) the Securities Exchange Act Regulations, and the rules and regulations of the SEC promulgated under the Exchange Act, the Exchange Act Regulations, and all other federal rules and regulations applicable to the Offering and the sale of the Offered Shares, (iiiv) all applicable state securities or “blue sky” lawslaws and regulations, (ivvi) the provisions of Section III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as may be further revised and amended (the “NASAA Guidelines”), and (v) the rules set forth in the FINRA rulebook, which currently consists of all rules promulgated by FINRA, FINRA applicable to the National Association of Securities Dealers and the New York Stock Exchange Offering (collectively, the “FINRA Rules”), and (vii) all other federal laws, rules, and regulations applicable to the Offering and the offer and sale of the DST Interests, or the activities of Participating Dealer pursuant to this Agreement, including, without limitation, the privacy standards and requirements of state and federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (“GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the SEC and FINRA, the Bank Secrecy Act, as amended, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, as amended (the “USA PATRIOT ACT”), and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury, and (viii) the Memoranda. Participating Broker-Dealer agrees to comply currently has in place and effect and shall comply with maintain in place and full force and effect during the term of this Agreement, insurance coverage in amounts and upon terms as are customary and appropriate for a party engaged in Participating Dealer’s business and performing its obligations under this Agreement, including any and all minimum or mandated insurance coverage required by applicable requirements with respect to its participation in any resales or transfers of the Offered Shares. In addition, Participating Broker-Dealer agrees that should it assist with the resale or transfer of the Offered Shares, it will fully comply with all applicable FINRA Rules and any other applicable federal or state lawslaw.

License and Association Membership; Compliance with Applicable Laws. Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that Participating Broker-Dealer is currently, and at all times during the performance of Participating Dealer’s obligations under this Agreement Participating Dealer will be (a) is duly registered as a broker-dealer pursuant to the provisions of under the Exchange Act, (b) is a member of FINRA in good standingstanding of FINRA, and (c) is a broker duly licensed or dealer registered as such in those states and jurisdictions where it offers or sells Primary Shares. Participating Broker-Dealer represents and warrants that it is currently licensed as a broker-dealer in each of the states and the other jurisdictions identified (including under the laws of any jurisdictions listed on Schedule 3 to this Agreement III) where it will offer or sell Shares and that its independent contractors and registered representatives have all required or the appropriate approvals, licenses and registrations licenses(s) to offer and sell the Primary Shares in all such jurisdictions. No Primary Shares shall be offered or sold for the account of the Company in any states and other states or jurisdictions. This Agreement shall automatically terminate with no further action by any party hereto if Participating Broker-Dealer ceases to be a member in good standing of FINRAof, or with has its registration suspended or terminated by, FINRA or the securities commission of the state in which Participating Broker-Dealer’s principal office is located. Participating Broker-Dealer agrees to notify the Dealer Manager immediately if Participating Broker-Dealer ceases to be a member in good standing of of, or has its registration suspended or terminated by, FINRA or with the securities commission of any state in which Participating Broker-Dealer is currently registered or licensed. There is no provision in the Participating Broker-Dealer’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the services related to the Offering as contemplated by this Agreement. Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that the Participating Broker-Dealer’s performance of its obligations under this Agreement shall comply with all applicable terms and requirements of (i) the Dealer Manager Agreement (a copy of which shall be available to each Participating Dealer upon request), which such terms of are incorporated herein by reference, (ii) this Agreement, (iiiii) the Securities Act and the rules and regulations of the SEC promulgated under the Securities Act, (iv) the Securities Exchange Act Regulations, and the rules and regulations of the SEC promulgated under the Exchange Act, (v) state securities or “blue sky” laws and regulations, (vi) all rules promulgated by FINRA and the Exchange Act RegulationsNational Association of Securities Dealers applicable to the Offering, including without limitation Rules 2030, 2040, 2111, 2121, 2310, 5110 and 5141. (collectively, the “FINRA Rules”), and (vii) all other federal laws, rules and regulations applicable to the Offering and the offer and sale of the Offered Shares, (iii) all applicable or the activities of Participating Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state securities or “blue sky” and federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (iv) the provisions of Section III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as may be further revised and amended (the “NASAA GuidelinesGLBA”), and (v) the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules set forth in of the FINRA rulebook, which currently consists of rules promulgated by SEC and FINRA, the National Association of Securities Dealers and the New York Stock Exchange (collectivelyBank Secrecy Act, as amended, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “FINRA RulesUSA Patriot Act”), and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury, and (viii) the Prospectus. Participating Broker-Dealer agrees to comply and shall comply with any applicable requirements with respect to its participation in any resales or transfers of the Offered Shares. In additionParticipating Dealer currently has in place and effect and shall maintain in place and full force and effect during the term of this Agreement, insurance coverage in amounts and upon terms as are customary and appropriate for a party engaged in Participating Broker-Dealer agrees that should it assist with the resale Dealer’s business and performing its obligations under this Agreement, including any and all minimum or transfer of the Offered Shares, it will fully comply with all mandated insurance coverage required by applicable FINRA Rules and any other applicable federal or state lawslaw.

License and Association Membership; Compliance with Applicable Laws. Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that Participating Broker-Dealer is currently, and at all times during the performance of Participating Dealer’s obligations under this Agreement Participating Dealer will be (a) is duly registered as a broker-dealer pursuant to the provisions of under the Exchange Act, (b) is a member of FINRA in good standingstanding of FINRA, and (c) is a broker duly licensed or dealer registered as such in those states and jurisdictions where it offers or sells Primary Shares. Participating Broker-Dealer represents and warrants that it is currently licensed as a broker-dealer in each of the states and the other jurisdictions identified (including under the laws of any jurisdictions listed on Schedule 3 to this Agreement III) where it will offer or sell Shares and that its independent contractors and registered representatives have all required or the appropriate approvals, licenses and registrations licenses(s) to offer and sell the Primary Shares in all such jurisdictions. No Primary Shares shall be offered or sold for the account of the Company in any states and other states or jurisdictions. This Agreement shall automatically terminate with no further action by any party hereto if Participating Broker-Dealer ceases to be a member in good standing of FINRAof, or with has its registration suspended or terminated by, FINRA or the securities commission of the state in which Participating Broker-Dealer’s principal office is located. Participating Broker-Dealer agrees to notify the Dealer Manager immediately if Participating Broker-Dealer ceases to be a member in good standing of of, or has its registration suspended or terminated by, FINRA or with the securities commission of any state in which Participating Broker-Dealer is currently registered or licensed. There is no provision in the Participating Broker-Dealer’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the services related to the Offering as contemplated by this Agreement. Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that the Participating Broker-Dealer’s performance of its obligations under this Agreement shall comply with all applicable terms and requirements of (i) the Dealer Manager Agreement, which such terms of are incorporated herein by reference, (ii) this Agreement, (iiiii) the Securities Act and the rules and regulations of the SEC promulgated under the Securities Act, (iv) the Securities Exchange Act Regulations, and the rules and regulations of the SEC promulgated under the Exchange Act, (v) state securities or “blue sky” laws and regulations, (vi) all rules promulgated by FINRA and the Exchange Act RegulationsNational Association of Securities Dealers applicable to the Offering, including without limitation Rules 2030, 2040, 2111, 2121, 2310, 5110 and 5141. (collectively, the “FINRA Rules”), and (vii) all other federal laws, rules and regulations applicable to the Offering and the offer and sale of the Offered Shares, (iii) all applicable or the activities of Participating Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state securities or “blue sky” and federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (iv) the provisions of Section III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as may be further revised and amended (the “NASAA GuidelinesGLBA”), and (v) the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules set forth in of the FINRA rulebook, which currently consists of rules promulgated by SEC and FINRA, the National Association of Securities Dealers and the New York Stock Exchange (collectivelyBank Secrecy Act, as amended, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “FINRA RulesUSA Patriot Act”), and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury, and (viii) the Prospectus. Participating Broker-Dealer agrees to comply and shall comply with any applicable requirements with respect to its participation in any resales or transfers of the Offered Shares. In additionParticipating Dealer currently has in place and effect and shall maintain in place and full force and effect during the term of this Agreement, insurance coverage in amounts and upon terms as are customary and appropriate for a party engaged in Participating Broker-Dealer agrees that should it assist with the resale Dealer’s business and performing its obligations under this Agreement, including any and all minimum or transfer of the Offered Shares, it will fully comply with all mandated insurance coverage required by applicable FINRA Rules and any other applicable federal or state lawslaw.

License and Association Membership; Compliance with Applicable Laws. Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that (i) Participating Broker-Dealer (a) is duly registered as a broker-dealer pursuant to under the provisions Securities Exchange Act of 1934, as amended (the “Exchange Act”), (bii) is a member of FINRA in good standingstanding of FINRA, and (ciii) is a broker or dealer registered as such in those states and jurisdictions where it offers or sells Primary Shares. Participating Broker-Dealer represents and warrants that it is currently licensed as a broker-dealer in each of the states and the jurisdictions identified on Schedule 3 to this Agreement where it will offer or sell Shares and that its independent contractors and registered representatives have all required or the appropriate approvals, licenses and registrations licenses(s) to offer and sell the Primary Shares in all such jurisdictions. No Primary Shares shall be offered or sold for the account of the Company in any other states or and jurisdictions. This Agreement shall automatically terminate with no further action by any party hereto if Participating Broker-Dealer ceases to be a member in good standing of FINRA, FINRA or with the securities commission of the state in which Participating Broker-Dealer’s principal office is located. Participating Broker-Dealer agrees to notify the Dealer Manager immediately if Participating Broker-Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Participating Broker-Dealer is currently registered or licensed. There is no provision in the Participating Broker-Dealer’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the services related to the Offering as contemplated by this Agreement. Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that the Participating Broker-Dealer’s performance of its obligations under this Agreement shall comply in all material respects with all applicable terms and requirements of (i) the Dealer Manager Agreement, which such terms of this Agreementare incorporated herein by reference, (ii) this Agreement and the Memorandum, (iii) the Securities Act and the rules and regulations of the SEC promulgated under the Securities Act, including without limitation Regulation D and Rule 506(b) thereunder, (iv) the Securities Exchange Act Regulations, and the rules and regulations of the SEC promulgated under the Exchange Act, the Exchange Act Regulations, and all other federal rules and regulations applicable to the Offering and the sale of the Offered Shares, (iiiv) all applicable state securities or “blue sky” laws, (iv) the provisions of Section III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as may be further revised and amended (the “NASAA Guidelines”), and (vvi) the rules set forth in the FINRA rulebook, which currently consists of all rules promulgated by FINRA, and (vii) all other federal laws, rules and regulations applicable to the National Association of Securities Dealers Offering and the New York Stock Exchange offer and sale of the Shares, or the activities of Participating Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state and federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (collectively“GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the SEC and FINRA, the Bank Secrecy Act, as amended, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “FINRA RulesPatriot Act”), and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury. Participating Broker-Dealer agrees to comply and shall comply with any applicable requirements with respect to its participation in any resales or transfers of the Offered Shares. In additionNone of (i) Participating Dealer, (ii) any of Participating Dealer’s directors, executive officers, other officers participating in the Offering, general partners or managing members, (iii) any of the directors, executive officers or other officers participating in the Offering of any such general partner or managing member of Participating Dealer, or (iv) any other officers or employees of Participating Dealer or any such general partner or managing member of Participating Dealer that have been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering (each, a “Participating Dealer Covered Person” and, collectively, the “Participating Dealer Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to 506(d)(1)(viii) under the Securities Act (a “Disqualifying Event”), except for a Disqualifying Event (a) contemplated by Rule 506(d)(2) of the Securities Act and (b) a description of which has been furnished in writing to the Company and the Dealer Manager prior to the date hereof or, in the case of a Disqualifying Event occurring after the date hereof, prior to the date of any further offering of Shares. With respect to each Participating Dealer Covered Person, Participating Broker-Dealer agrees has established procedures reasonably designed to ensure that should it assist Participating Dealer receives notice from each such Participating Dealer Covered Person of: (i) any Disqualifying Event relating to that Participating Dealer Covered Person and (ii) any event that would, with the resale passage of time, become a Disqualifying Event relating to that Participating Dealer Covered Person, in each case, occurring up to and including the last date on which Shares are offered in the Offering. Participating Dealer currently has in place and effect, and shall maintain in place and full force and effect during the term of this Agreement, insurance coverage in amounts and upon terms as are customary and appropriate for a party engaged in Participating Dealer’s business and performing its obligations under this Agreement, including any and all minimum or transfer of the Offered Shares, it will fully comply with all mandated insurance coverage required by applicable FINRA Rules and any other applicable federal or state lawslaw.

License and Association Membership; Compliance with Applicable Laws. Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that Participating Broker-Dealer is currently, and at all times during the performance of Participating Dealer’s obligations under this Agreement Participating Dealer will be (a) is duly registered as a broker-dealer pursuant to the provisions of under the Exchange Act, (b) is a member of FINRA in good standingstanding of FINRA, and (c) is a broker duly licensed or dealer registered as such in those states and jurisdictions where it offers or sells Primary Shares. Participating Broker-Dealer represents and warrants that it is currently licensed as a broker-dealer in each of the states and the other jurisdictions identified (including under the laws of any jurisdictions listed on Schedule 3 to this Agreement III) where it will offer or sell Shares and that its independent contractors and registered representatives have all required or the appropriate approvals, licenses and registrations licenses(s) to offer and sell the Primary Shares in all such jurisdictions. No Primary Shares shall be offered or sold for the account of the Company in any states and other states or jurisdictions. This Agreement shall automatically terminate with no further action by any party hereto if Participating Broker-Dealer ceases to be a member in good standing of FINRAof, or with has its registration suspended or terminated by, FINRA or the securities commission of the state in which Participating Broker-Dealer’s principal office is located. Participating Broker-Dealer agrees to notify the Dealer Manager immediately if Participating Broker-Dealer ceases to be a member in good standing of of, or has its registration suspended or terminated by, FINRA or with the securities commission of any state in which Participating Broker-Dealer is currently registered or licensed. There is no provision in the Participating Broker-Dealer’s FINRA membership agreement that would prohibit or restrict the ability of the Dealer Manager to carry out the services related to the Offering as contemplated by this Agreement. Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and the Dealer Manager that the Participating Broker-Dealer’s performance of its obligations under this Agreement shall comply with all applicable terms and requirements of (i) the Dealer Manager Agreement, which such terms of are incorporated herein by reference, (ii) this Agreement, (iiiii) the Securities Act and the rules and regulations of the SEC promulgated under the Securities Act, (iv) the Securities Exchange Act Regulations, and the rules and regulations of the SEC promulgated under the Exchange Act, (v) state securities or “blue sky” laws and regulations, (vi) all rules promulgated by FINRA and the Exchange Act RegulationsNational Association of Securities Dealers applicable to the Offering, including without limitation Rules 2030, 2040, 2111, 2121, 2310, 5110 and 5141. (collectively, the “FINRA Rules”), and (vii) all other federal laws, rules and regulations applicable to the Offering and the offer and sale of the Offered Shares, (iii) all applicable or the activities of Participating Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state securities or “blue sky” and federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (iv) the provisions of Section III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as may be further revised and amended (the “NASAA GuidelinesGLBA”), and (v) the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules set forth in of the FINRA rulebook, which currently consists of rules promulgated by SEC and FINRA, the National Association of Securities Dealers and the New York Stock Exchange (collectivelyBank Secrecy Act, as amended, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “FINRA RulesPatriot Act”), and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury, and (viii) the Prospectus. Participating Broker-Dealer agrees to comply and shall comply with any applicable requirements with respect to its participation in any resales or transfers of the Offered Shares. In additionParticipating Dealer currently has in place and effect and shall maintain in place and full force and effect during the term of this Agreement, insurance coverage in amounts and upon terms as are customary and appropriate for a party engaged in Participating Broker-Dealer agrees that should it assist with the resale Dealer’s business and performing its obligations under this Agreement, including any and all minimum or transfer of the Offered Shares, it will fully comply with all mandated insurance coverage required by applicable FINRA Rules and any other applicable federal or state lawslaw.