Common use of Limitation of Offer; Suitability Clause in Contracts

Limitation of Offer; Suitability. Selected Dealer will offer Offered Shares only to persons who meet the suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Dealer will comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a Subscription Agreement.

Limitation of Offer; Suitability. Selected Dealer will offer Offered Shares only to persons who meet the suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both the Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Dealer will comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a1) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b2) applicable laws of the jurisdiction of which such investor is a resident; or (c3) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the CorporationCompany) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, that (iA) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (iiB) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iiiC) the investor has an apparent understanding of (Ai) the fundamental risks of the investment, (Bii) the risk that the investor may lose his entire investment in the Offered Shares, (Ciii) the lack of liquidity of the Offered Shares, (Div) the restrictions on transferability of the Offered Shares, (v) the background and qualifications of the Adviser Company’s sponsor or the persons responsible for directing and managing the CorporationCompany, and (Evi) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation Company upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a Subscription Agreement.

Limitation of Offer; Suitability. Selected Dealer The Broker will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Fund or the Managing Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Managing Dealer (as listed on Schedule III) that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants Broker has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions. In offering Offered Shares, Selected Dealer the Broker will comply with the provisions of the Rules set forth in the FINRA RulesManual, Exchange Act Rule 15l-1 (“Regulation Best Interest”), as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Article III.C and Article III.E of the Omnibus Guidelines Statement of Policy of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”) adopted on March 29, 1992 and as amended on May 7, 2007. Selected Dealer Nothing contained in this section shall be construed to relieve the Broker of its suitability obligations under Regulation Best Interest, FINRA Rule 2111 or FINRA Rule 2310. The Broker further represents, warrants and covenants that neither Selected DealerBroker, nor any person associated with Selected Dealerthe Broker, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA Rulesrules. Selected Dealer The Broker agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the CommissionSEC, any state securities commission, FINRA or the CorporationFund) concerning his or her age, investment objectives, other investments, financial situation and needs, needs and any other information known to Selected Dealerthe Broker, or person associated with Selected Dealerthe Broker, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser Advisor or the persons responsible for directing and managing the Corporation, Fund and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer The Broker further represents, warrants and covenants that Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealerthe Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, maintained or accounts hereafter established. Selected The Broker will sell Class S shares, Class D shares and Class I shares only to the extent approved by the Managing Dealer agrees as set forth on Schedule I to retain such documents this Agreement, and records only to those persons who are eligible to purchase Class S shares, Class D shares and Class I shares as described in Selected Dealer’s records for a period the Prospectus. Nothing contained in this Agreement shall be construed to impose upon the Fund or the Managing Dealer the responsibility of six years from assuring that prospective investors meet the date suitability standards in accordance with the terms and provisions of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agencyProspectus. Selected Dealer The Broker shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealerthe Broker’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. The Broker agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA, and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six (6) years from the date of the sale of the Shares. The Broker further agrees to make the Suitability Records available to the Managing Dealer and the Fund upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Broker’s receipt of a subpoena or other appropriate document request from such agency. The Broker further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus.

Limitation of Offer; Suitability. Selected The Dealer will offer Offered Shares only to persons who meet the suitability standards financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected the Dealer will comply with the provisions of the Rules set forth in the FINRA RulesManual, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants including without limitation, the provisions of Article III.C and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive Article III.E.1 of the following: Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (a) applicable provisions the “NASAA Guidelines”). The Dealer will sell Class I shares and Class W shares only to the extent approved by the Dealer Manager as set forth on Schedule 1 to this Agreement, and to the extent approved to sell Class I shares and Class W shares pursuant to this Agreement, sell such shares only to those persons who are eligible to purchase Class I shares and Class W shares as described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Nothing contained in this Selected Dealer agrees Agreement shall be construed to ensure that, in recommending impose upon the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA Company or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, Dealer Manager the responsibility of assuring that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, prospective investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountProspectus. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his such customer’s completed and executed Eligibility Form. The Dealer agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six years from the date of the sale of the Shares. The Dealer further agrees to make the Suitability Records available to the Dealer Manager and the Company upon request and to make them available to representatives of the Commission and FINRA and applicable state securities administrators upon the Dealer’s receipt of a subpoena or her signature on a Subscription Agreementother appropriate document request from such agency.

Limitation of Offer; Suitability. Selected Dealer will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability and eligibility standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale required and in any respective jurisdiction (or the exemption therefrom), Selected which Dealer represents, warrants has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions. In offering Offered Shares, Selected Dealer will comply with the provisions of Regulation Best Interest, the Rules set forth in the FINRA RulesManual, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants including without limitation, the provisions of Article III.C and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive Article III.E.1 of the following: NASAA Statement of Policy Regarding Real Estate Investment Trusts, as adopted by the NASAA membership on May 7, 2007 (a) applicable provisions as amended from time to time, the “NASAA Guidelines”). Nothing contained in this section shall be construed to relieve Dealer of its suitability obligations under FINRA Rule 2111 or FINRA Rule 2310. Dealer will sell Class T shares, Class S shares, Class D shares and Class I shares only to the extent approved by the Dealer Manager as set forth on Schedule I to this Agreement, and to the extent approved to sell any class of Shares pursuant to this Agreement, sell such Shares only to those persons who are eligible to purchase such class of Shares as described in the Prospectus, including minimum income . Nothing contained in this Participating Dealer Agreement shall be construed to impose upon the Company or the Dealer Manager the responsibility of assuring that prospective investors meet the suitability or eligibility standards in accordance with the terms and net worth standards; (b) applicable laws provisions of the jurisdiction of which such Prospectus nor will anything contained herein be construed to establish that any investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending customer of the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA Company or the Corporation) concerning his ageDealer Manager, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk including for purposes of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered SharesRegulation Best Interest. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. Dealer agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six years from the date of the sale of the Shares. Dealer further agrees to make the Suitability Records available to the Dealer Manager and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon Dealer’s receipt of a subpoena or other appropriate document request from such agency.

Limitation of Offer; Suitability. Selected Dealer will offer Offered Shares only to persons who meet the suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both the Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Dealer will comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the CorporationCompany) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the CorporationCompany, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation Company upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a Subscription Agreement.

Limitation of Offer; Suitability. Selected Dealer Xxxxxxx Xxxxx will offer Offered Shares only to persons who meet the suitability standards financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Dealer Xxxxxxx Xxxxx will comply with the provisions of the Rules set forth in the FINRA RulesManual, as well as all other applicable rules and regulations relating to suitability of investorsinvestors and the suitability determination requirements set forth in the Prospectus. Selected Dealer further represents, warrants Xxxxxxx Xxxxx will sell Class I Shares only to the extent permitted by this Agreement and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered only to those persons who are eligible to purchase Class I Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions as described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Nothing contained in this Selected Dealer agrees Agreement shall be construed to ensure that, in recommending impose upon the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA Company or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, Dealer Manager the responsibility of assuring that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, prospective investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountProspectus. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer Xxxxxxx Xxxxx shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s Xxxxxxx Xxxxx’x customer and his or her signature on such customer’s completed and executed Order Form. Xxxxxxx Xxxxx agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA and (c) the Statement of Policy Regarding Real Estate Investment Trusts, as revised and adopted by the membership of the North American Securities Administrators Association, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a Subscription Agreementperiod of six years from the date of the sale of the Shares.

Limitation of Offer; Suitability. Selected Dealer will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale required and in any respective jurisdiction (or the exemption therefrom), Selected which Dealer represents, warrants has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions. In offering Offered Shares, Selected Dealer will comply with the provisions of the Rules set forth in the FINRA RulesManual, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants including without limitation, the provisions of Article III.C and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive Article III.E.1 of the following: NASAA Statement of Policy Regarding Real Estate Investment Trusts, as adopted by the NASAA membership on May 7, 2007 (a) applicable provisions the “NASAA Guidelines”). Nothing contained in this section shall be construed to relieve Dealer of its suitability obligations under FINRA Rule 2111 or FINRA Rule 2310. Dealer will sell Class T shares, Class S shares, Class D shares and Class I shares only to the extent approved by the Dealer Manager as set forth on Schedule I to this Agreement, and to the extent approved to sell Class D shares and Class I shares pursuant to this Agreement, sell such shares only to those persons who are eligible to purchase Class D shares and Class I shares as described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of . Nothing contained in this Participating Dealer Agreement shall be construed to impose upon the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA Company or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, Dealer Manager the responsibility of assuring that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, prospective investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountProspectus. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. Dealer agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six years from the date of the sale of the Shares. Dealer further agrees to make the Suitability Records available to the Dealer Manager and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon Dealer’s receipt of a subpoena or other appropriate document request from such agency.

Limitation of Offer; Suitability. Selected Participating Dealer will offer Offered Primary Shares only to persons who meet the suitability standards set forth in the Prospectus or in and any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Company or the Dealer Manager that the Offered Primary Shares are qualified for sale or that such qualification is not requiredrequired (the “Qualified Jurisdictions”). Notwithstanding the qualification of the Offered Primary Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Participating Dealer represents, warrants and covenants that it will not offer Offered Primary Shares and will not permit any of its registered representatives to offer Offered Primary Shares in any jurisdiction unless both Selected Participating Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Primary Shares, Selected Participating Dealer will comply with the provisions of the Rules of Fair Practice set forth in the FINRA RulesManual, as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Section III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (the “NASAA REIT Guidelines”). Selected Participating Dealer further represents, warrants and covenants that neither Selected Participating Dealer, nor any person associated with Selected Participating Dealer, shall offer or sell Offered Primary Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive all of the following: (a1) applicable provisions described in of the Prospectus, including minimum income and net worth standards; (b2) applicable laws of the jurisdiction of which such investor is a resident; or (c3) applicable FINRA Conduct Rules; and (4) the provisions of Section III.C. of the NASAA REIT Guidelines. Selected Participating Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Primary Shares to an investor, Selected Participating Dealer, or a person associated with Selected Participating Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the CorporationCompany) concerning his such investor’s age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Participating Dealer, or person associated with Selected Participating Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (iiA) the investor is able or will be in a financial position appropriate to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) enable the investor has an apparent understanding of (A) to realize to a significant extent the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment benefits described in the Offered SharesProspectus, (C) including the lack of liquidity tax benefits to the extent they are a significant aspect of the Offered Shares, (DB) the background investor has a fair market net worth sufficient to sustain the risks inherent in an investment in Primary Shares in the amount proposed, including loss and qualifications lack of the Adviser or the persons responsible for directing and managing the Corporationliquidity of such investment, and (EC) the tax consequences of an investment in the Offered SharesPrimary Shares is otherwise suitable for such investor. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Participating Dealer further represents, warrants and covenants that Selected Participating Dealer, or a person associated with Selected Participating Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Primary Shares of each proposed investor solicited by a person associated with Participating Dealer by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealersuch proposed investor, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Participating Dealer agrees to retain such documents and records in Selected Participating Dealer’s records for a period of six years from the date of the applicable sale of Offered Primary Shares, to otherwise comply with the record keeping requirements provided in Section XII XIV below and to make such documents and records available to (i) the Dealer Manager and the Corporation Company upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Participating Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Participating Dealer shall not purchase any Offered Primary Shares for a discretionary account without obtaining the prior written approval of Selected Participating Dealer’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement.

Limitation of Offer; Suitability. Selected The Dealer will offer Offered Shares only to persons who meet the suitability standards financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected the Dealer will comply with the provisions of the Rules set forth in the FINRA RulesManual, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants including without limitation, the provisions of Article III.C and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive Article III.E.1 of the following: Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (a) applicable provisions the “NASAA Guidelines”). The Dealer will sell Class I shares and Class W shares only to the extent approved by the Dealer Manager as set forth on Schedule 1 to this Agreement, and to the extent approved to sell Class I shares and Class W shares pursuant to this Agreement, sell such shares only to those persons who are eligible to purchase Class I shares and Class W shares as described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Nothing contained in this Selected Dealer agrees Agreement shall be construed to ensure that, in recommending impose upon the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA Company or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, Dealer Manager the responsibility of assuring that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, prospective investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountProspectus. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his such customer’s completed and executed Eligibility Form. The Dealer agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six years from the date of the sale of the Shares. The Dealer further agrees to make the Suitability Records available to the Dealer Manager and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Dealer’s receipt of a subpoena or her signature on a Subscription Agreementother appropriate document request from such agency.

Limitation of Offer; Suitability. Selected The Dealer will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions. In offering Offered Shares, Selected the Dealer will comply with the provisions of the Rules set forth in the FINRA RulesManual, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants including without limitation, the provisions of Article III.C and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive Article III.E.1 of the following: Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (a) applicable provisions the “NASAA Guidelines”). Nothing contained in this section shall be construed to relieve Dealer of its suitability obligations under FINRA Rule 2111 or FINRA Rule 2310. The Dealer will sell Class T Shares, Class S Shares, Class D Shares and Class I Shares only to the extent approved by the Dealer Manager as set forth on Schedule I to this Agreement, and to the extent approved to sell Class T Shares, Class S Shares, Class D Shares and Class I Shares pursuant to this Agreement, sell such Shares only to those persons who are eligible to purchase Class T Shares, Class S Shares, Class D Shares and Class I Shares as described in the Prospectus. Shares are suitable only as a long-term investment for persons of adequate financial means who do not need near-term liquidity from their investment, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered will only sell Shares to an investor, Selected Dealer, or investors that the Dealer reasonably determines are able to hold such Shares as a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained long-term investment and do not need liquidity from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, that (i) the investor can reasonably benefit from an such investment in the Offered Shares based on near future. Nothing contained in this Agreement shall be construed to impose upon the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser Company or the persons responsible for directing and managing Dealer Manager the Corporation, and (E) the tax consequences responsibility of an investment in the Offered Shares. In the case of sales to fiduciary accounts, assuring that prospective investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountProspectus. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected The Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected the Dealer’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. The Dealer agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six years from the date of the sale of the Shares. The Dealer further agrees to make the Suitability Records available to the Dealer Manager and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Dealer’s receipt of a subpoena or other appropriate document request from such agency.

Limitation of Offer; Suitability. Selected Participating Broker-Dealer will offer Offered Shares only to persons who meet the respective suitability standards for the Offered Shares as set forth in the Prospectus and in accordance with the offering and conditions contained therein, or in any suitability letter or memorandum sent to it by the Corporation Fund or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not required. Offered Shares are available for purchase by persons meeting the suitability standards described in the Prospectus. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Participating Broker-Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected Participating Broker-Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Participating Broker-Dealer will comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected Participating Broker-Dealer further represents, warrants and covenants that neither Selected Participating Broker-Dealer, nor any person associated with Selected Participating Broker-Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Participating Broker-Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Participating Broker-Dealer, or a person associated with Selected Participating Broker-Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the CommissionSEC, any state securities commission, FINRA or the CorporationFund) concerning his or her age, investment objectives, investment experience, income, net worth, other investments, financial situation and needs, and any other information known to Selected Participating Broker-Dealer, or person associated with Selected Participating Broker-Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the CorporationFund, and (E) the tax consequences of an investment in the Offered Shares, provided, however, that for institutional accounts within the meaning of FINRA Rule 2111, the Participating Broker-Dealer will ensure compliance with the requirements of Rule 2111 and any applicable state law with respect to institutional accounts. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Participating Broker-Dealer further represents, warrants and covenants that Selected Participating Broker-Dealer, or a person associated with Selected Participating Broker-Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Participating Broker-Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Participating Broker-Dealer agrees to retain such documents and records in Selected Participating Broker-Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation Fund upon request, and (ii) representatives of the CommissionSEC, FINRA and applicable state securities administrators upon Selected Participating Broker-Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Participating Broker-Dealer further represents, warrants and covenants that it will notify Dealer Manager in writing if an investment in the Offered Shares becomes no longer suitable or appropriate for a proposed investor prior to the acceptance of the order by the Fund. Participating Broker-Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Participating Broker-Dealer’s customer and his or her signature on a Subscription Agreementan Investor Application.

Limitation of Offer; Suitability. Selected a. Dealer will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale required and in any respective jurisdiction (or the exemption therefrom), Selected which Dealer represents, warrants has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions. In offering Offered Shares, Selected Dealer will comply with the provisions of the Rules set forth in the FINRA RulesManual, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants including without limitation, the provisions of Article III.C and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive Article III.E.1 of the following: Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (a) applicable provisions the “NASAA Guidelines”). Nothing contained in this Section 9 shall be construed to relieve Dealer of its suitability obligations under FINRA Rule 2111 or FINRA Rule 2310. Dealer will sell Class T Shares, Class S Shares, Class D Shares and/or Class I Shares only to the extent approved by the Dealer Manager as set forth on Schedule I to this Agreement and to the extent approved to sell Class T Shares, Class S Shares, Class D Shares and Class I Shares pursuant to this Agreement, Dealer will sell such Shares only to those persons who are eligible to purchase Class T Shares, Class S Shares, Class D Shares and Class I Shares as described in the Prospectus. Nothing contained in this Agreement shall be construed to impose upon the Company, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing Dealer Manager the Corporation, and (E) the tax consequences responsibility of an investment in the Offered Shares. In the case of sales to fiduciary accounts, assuring that prospective investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountProspectus. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement.

Limitation of Offer; Suitability. Selected Participating Broker-Dealer will offer Offered Shares only to persons who meet the respective suitability standards for the Offered Shares as set forth in the Prospectus and in accordance with the offering and conditions contained therein, or in any suitability letter or memorandum sent to it by the Corporation or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not required. Offered Shares are available for purchase by persons meeting the suitability standards described in the Prospectus. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Participating Broker-Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected Participating Broker-Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Participating Broker-Dealer will comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected Participating Broker-Dealer further represents, warrants and covenants that neither Selected Participating Broker-Dealer, nor any person associated with Selected Participating Broker-Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Participating Broker-Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Participating Broker-Dealer, or a person associated with Selected Participating Broker-Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the CommissionSEC, any state securities commission, FINRA or the Corporation) concerning his or her age, investment objectives, investment experience, income, net worth, other investments, financial situation and needs, and any other information known to Selected Participating Broker-Dealer, or person associated with Selected Participating Broker-Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares, provided, however, that for institutional accounts within the meaning of FINRA Rule 2111, the Participating Broker-Dealer will ensure compliance with the requirements of Rule 2111 and any applicable state law with respect to institutional accounts. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Participating Broker-Dealer further represents, warrants and covenants that Selected Participating Broker-Dealer, or a person associated with Selected Participating Broker-Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Participating Broker-Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Participating Broker-Dealer agrees to retain such documents and records in Selected Participating Broker-Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the CommissionSEC, FINRA and applicable state securities administrators upon Selected Participating Broker-Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Participating Broker-Dealer further represents, warrants and covenants that it will notify Dealer Manager in writing if an investment in the Offered Shares becomes no longer suitable or appropriate for a proposed investor prior to the acceptance of the order by the Corporation. Participating Broker-Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Participating Broker-Dealer’s customer and his or her signature on a Subscription Agreement.

Limitation of Offer; Suitability. Selected Participating Dealer will offer Offered Shares only to persons who meet the suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions states in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Participating Dealer will comply with the provisions of FINRA Rulesthe Rules of Fair Practice set forth in the NASD Manual, as well as all other applicable rules and regulations relating to suitability of investors. Selected , including without limitation, the provisions of Article III.C of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. Participating Dealer further represents, warrants and covenants that neither Selected Participating Dealer, nor any person associated with Selected Participating Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a1) applicable provisions described in of the Prospectus, including minimum income and net worth standards; (b2) applicable laws of the jurisdiction of which such investor is a resident; or (c3) applicable FINRA NASD Conduct Rules. Selected Participating Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Participating Dealer, or a person associated with Selected Participating Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the Corporationprovided in such Rules) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Participating Dealer, or person associated with Selected Participating Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (iiA) the investor is able or will be in a financial position appropriate to bear enable him to realize to a significant extent the economic risk benefits described in the Prospectus, including the tax benefits to the extent they are a significant aspect of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investmentCompany, (B) the risk that investor has a fair market net worth sufficient to sustain the investor may lose his entire risks inherent in an investment in Shares in the Offered Sharesamount proposed, (C) the including loss, and lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporationsuch investment, and (EC) the tax consequences of an investment in the Offered SharesShares is otherwise suitable for such investor. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Participating Dealer further represents, warrants and covenants that Selected Participating Dealer, or a person associated with Selected Participating Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Participating Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Participating Dealer agrees to retain such documents and records in Selected Participating Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation Company upon request, and (ii) to representatives of the Commission, FINRA NASD and applicable state securities administrators upon Selected Participating Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Participating Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Participating Dealer’s customer and his or her signature on a Subscription Agreement.

Limitation of Offer; Suitability. Selected The Dealer will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions. In offering Offered Shares, Selected the Dealer will comply with the provisions of the Rules set forth in the FINRA RulesManual, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants including without limitation, the provisions of Article III.C and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive Article III.E.1 of the following: Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (a) applicable provisions the “NASAA Guidelines”). Nothing contained in this section shall be construed to relieve Broker of its suitability obligations under FINRA Rule 2111 or FINRA Rule 2310. The Dealer will sell Class T shares, Class S shares, Class D shares and Class I shares only to the extent approved by the Dealer Manager as set forth on Schedule I to this Agreement, and to the extent approved to sell Class D shares and Class I shares pursuant to this Agreement, sell such shares only to those persons who are eligible to purchase Class D shares and Class I shares as described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Nothing contained in this Selected Dealer agrees Agreement shall be construed to ensure that, in recommending impose upon the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA Company or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, Dealer Manager the responsibility of assuring that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, prospective investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountProspectus. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. The Dealer agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six years from the date of the sale of the Shares. The Dealer further agrees to make the Suitability Records available to the Dealer Manager and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Dealer’s receipt of a subpoena or other appropriate document request from such agency.

Limitation of Offer; Suitability. Selected Dealer The Broker will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Intermediary Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Intermediary Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants Broker has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions (including the jurisdictions listed on Schedule III). In offering Offered Shares, Selected Dealer the Broker will comply with the provisions of the Rules set forth in the FINRA RulesManual, Exchange Act Rule 15l-1 (“Regulation Best Interest”), as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Article III.C and Article III.E of the Omnibus Guidelines Statement of Policy of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”) adopted on March 29, 1992 and as amended on May 7, 2007. Selected Dealer Nothing contained in this section shall be construed to relieve the Broker of its suitability obligations under Regulation Best Interest, FINRA Rule 2111 or FINRA Rule 2310. The Broker further represents, warrants and covenants that neither Selected DealerBroker, nor any person associated with Selected Dealerthe Broker, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA Rulesrules. Selected Dealer The Broker agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the CommissionSEC, any state securities commission, FINRA or the CorporationCompany) concerning his or her age, investment objectives, other investments, financial situation and needs, needs and any other information known to Selected Dealerthe Broker, or person associated with Selected Dealerthe Broker, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, Company and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer The Broker further represents, warrants and covenants that Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealerthe Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, maintained or accounts hereafter established. Selected Dealer agrees The Broker will sell Class S shares, Class D shares and Class I shares only to retain the extent approved by the Intermediary Manager as set forth on Schedule I to this Agreement, and to the extent approved to sell Class D shares and Class I shares pursuant to this Agreement, sell such documents shares only to those persons who are eligible to purchase Class D shares and records Class I shares as described in Selected Dealer’s records for a period the Prospectus. Nothing contained in this Agreement shall be construed to impose upon the Company or the Intermediary Manager the responsibility of six years from assuring that prospective investors meet the date suitability standards in accordance with the terms and provisions of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agencyProspectus. Selected Dealer Broker shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected DealerXxxxxx’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. The Broker agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA, and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six (6) years from the date of the sale of the Shares. The Broker further agrees to make the Suitability Records available to the Intermediary Manager and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Broker’s receipt of a subpoena or other appropriate document request from such agency. [Any relevant jurisdictional selling restrictions to be added as applicable.] The Broker further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus.

Limitation of Offer; Suitability. Selected The Dealer will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions. In offering Offered Shares, Selected the Dealer will comply with the provisions of the Rules set forth in the FINRA RulesManual, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants including without limitation, the provisions of Article III.C and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive Article III.E.1 of the following: Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (a) applicable provisions the “NASAA Guidelines”). Nothing contained in this section shall be construed to relieve Dealer of its suitability obligations under FINRA Rule 2111 or FINRA Rule 2310. The Dealer will sell Class T shares, Class S shares, Class D shares and Class I shares only to the extent approved by the Dealer Manager as set forth on Schedule I to this Agreement, and to the extent approved to sell Class T shares, Class S shares, Class D shares and Class I shares pursuant to this Agreement, sell such shares only to those persons who are eligible to purchase Class T shares, Class S shares, Class D shares and Class I shares as described in the Prospectus, including minimum income . Nothing contained in this Selected Dealer Agreement shall be construed to impose upon the Company or the Dealer Manager the responsibility of assuring that prospective investors meet the suitability standards in accordance with the terms and net worth standards; (b) applicable laws provisions of the jurisdiction of which such Prospectus, nor will anything contained herein be construed to establish that any investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk customer of the investment based on the investor’s overall financial situationDealer Manager, and (iii) the investor has an apparent understanding including for purposes of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered SharesRegulation Best Interest. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. The Dealer agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six years from the date of the sale of the Shares. The Dealer further agrees to make the Suitability Records available to the Dealer Manager and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Dealer’s receipt of a subpoena or other appropriate document request from such agency. The Dealer further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus.

Limitation of Offer; Suitability. Selected Dealer will offer Offered Shares only to persons who meet the suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions states in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Dealer will comply with the provisions of FINRA all applicable NASD Conduct Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected , including without limitation, the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. Dealer further represents, warrants and covenants that neither Selected no Dealer, nor any or person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a1) applicable provisions described in of the Prospectus, including minimum income and net worth standards; (b2) applicable laws of the jurisdiction of which such investor is a resident; or (c3) applicable FINRA NASD Conduct Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected each Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the Corporationprovided in such Rules) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (iiA) the investor is able or will be in a financial position appropriate to bear enable him to realize to a significant extent the economic risk benefits described in the Prospectus, including the tax benefits to the extent they are a significant aspect of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investmentCompany, (B) the risk that investor has a fair market net worth sufficient to sustain the investor may lose his entire risks inherent in an investment in Shares in the Offered Sharesamount proposed, (C) the including loss, and lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporationsuch investment, and (EC) the tax consequences of an investment in the Offered SharesShares is otherwise suitable for such investor. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s 's records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below Shares and to make such documents and records available to (i) the Dealer Manager and the Corporation Company upon request, and (ii) to representatives of the CommissionSEC, FINRA NASD and applicable state securities administrators upon Selected Dealer’s your firm's receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s 's customer and his or her signature on a Subscription Agreement.

Limitation of Offer; Suitability. Selected Dealer will offer Offered Shares only to persons who meet the suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Fund or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both the Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Dealer will comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the CorporationFund) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the CorporationFund, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation Fund upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a Subscription Agreement.

Limitation of Offer; Suitability. Selected Participating Dealer will offer Offered Shares only to persons who meet the suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Participating Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected the Participating Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Participating Dealer will comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected Participating Dealer further represents, warrants and covenants that neither Selected Participating Dealer, nor any person associated with Selected Participating Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a1) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b2) applicable laws of the jurisdiction of which such investor is a resident; or (c3) applicable FINRA Rules. Selected Participating Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Participating Dealer, or a person associated with Selected Participating Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the CorporationCompany) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Participating Dealer, or person associated with Selected Participating Dealer, that (iA) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (iiB) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iiiC) the investor has an apparent understanding of (Ai) the fundamental risks of the investment, (Bii) the risk that the investor may lose his entire investment in the Offered Shares, (Ciii) the lack of liquidity of the Offered Shares, (Div) the restrictions on transferability of the Offered Shares, (v) the background and qualifications of the Adviser Company’s sponsor or the persons responsible for directing and managing the CorporationCompany, and (Evi) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Participating Dealer further represents, warrants and covenants that Selected Participating Dealer, or a person associated with Selected Participating Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Participating Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Participating Dealer agrees to retain such documents and records in Selected Participating Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII X below and to make such documents and records available to (i) the Dealer Manager and the Corporation Company upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Participating Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Participating Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Participating Dealer’s customer and his or her signature on a Subscription Agreement.

Limitation of Offer; Suitability. Selected Dealer The Broker will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Fund or the Dealer Intermediary Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Intermediary Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants Broker has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions (including the jurisdictions listed on Schedule III). In offering Offered Shares, Selected Dealer the Broker will comply with the provisions of the Rules set forth in the FINRA RulesManual, Regulation Best Interest, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants including without limitation, the provisions of Article III.C and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive Article III.E of the following: Omnibus Guidelines Statement of Policy of the North American Securities Administrators Association, Inc. (athe “NASAA Guidelines”) applicable provisions adopted on March 29, 1992 and as amended on May 7, 2007. Nothing contained in this section shall be construed to relieve the Broker of its suitability obligations under Regulation Best Interest, FINRA Rule 2111 or FINRA Rule 2310. The Broker will sell Class S shares, Class D shares and Class I shares only to the extent approved by the Intermediary Manager as set forth on Schedule I to this Agreement, and to the extent approved to sell Class D shares and Class I shares pursuant to this Agreement, sell such shares only to those persons who are eligible to purchase Class D shares and Class I shares as described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of . Nothing contained in this Agreement shall be construed to impose upon the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA Fund or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, Intermediary Manager the responsibility of assuring that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, prospective investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountProspectus. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer The Broker shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealerthe Broker’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. The Broker agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA, and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six (6) years from the date of the sale of the Shares. The Broker further agrees to make the Suitability Records available to the Intermediary Manager and the Fund upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Broker’s receipt of a subpoena or other appropriate document request from such agency. [Any relevant jurisdictional selling restrictions to be added as applicable.] The Broker further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus.

Limitation of Offer; Suitability. Selected Dealer The Broker will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Managing Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Managing Dealer that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants Broker has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions (including the jurisdictions listed on Schedule III). In offering Offered Shares, Selected Dealer the Broker will comply with the provisions of the Rules set forth in the FINRA RulesManual, Exchange Act Rule 15l-1 (“Regulation Best Interest”), as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Article III.C and Article III.E of the Omnibus Guidelines Statement of Policy of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”) adopted on March 29, 1992 and as amended on May 7, 2007. Selected Dealer Nothing contained in this section shall be construed to relieve the Broker of its suitability obligations under Regulation Best Interest, FINRA Rule 2111 or FINRA Rule 2310. The Broker further represents, warrants and covenants that neither Selected DealerBroker, nor any person associated with Selected Dealerthe Broker, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA Rulesrules. Selected Dealer The Broker agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the CommissionSEC, any state securities commission, FINRA or the CorporationCompany) concerning his or her age, investment objectives, other investments, financial situation and needs, needs and any other information known to Selected Dealerthe Broker, or person associated with Selected Dealerthe Broker, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser Advisor or the persons responsible for directing and managing the Corporation, Company and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer The Broker further represents, warrants and covenants that Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealerthe Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, maintained or accounts hereafter established. Selected The Broker will sell Class S shares, Class D shares, Class F shares and Class I shares only to the extent approved by the Managing Dealer agrees as set forth on Schedule I to retain this Agreement, and to the extent approved to sell Class D shares and Class I shares pursuant to this Agreement, sell such documents shares only to those persons who are eligible to purchase Class D shares and records Class I shares as described in Selected Dealer’s records for a period the Prospectus. Nothing contained in this Agreement shall be construed to impose upon the Company or the Managing Dealer the responsibility of six years from assuring that prospective investors meet the date suitability standards in accordance with the terms and provisions of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agencyProspectus. Selected Dealer Broker shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected DealerBroker’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. The Broker agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA, and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six (6) years from the date of the sale of the Shares. The Broker further agrees to make the Suitability Records available to the Managing Dealer and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Broker’s receipt of a subpoena or other appropriate document request from such agency. [Any relevant jurisdictional selling restrictions to be added as applicable.] The Broker further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus.

Limitation of Offer; Suitability. Selected Dealer will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Intermediary Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Intermediary Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale required and in any respective jurisdiction (or the exemption therefrom), Selected which Dealer represents, warrants has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions. In offering Offered Shares, Selected Dealer will comply with the provisions of Regulation Best Interest, the Rules set forth in the FINRA RulesManual, as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Article III.C and Article III.E. of the Omnibus Guidelines Statement of the North American Securities Administrator Association, Inc. adopted on March 29, 1992 and as amended on May 7, 2007 (the “NASAA Guidelines”). Selected Nothing contained in this section shall be construed to relieve Dealer of its suitability obligations under Regulation Best Interest, FINRA Rule 2111 or FINRA Rule 2310. The Dealer further represents, warrants and covenants that neither Selected Dealer, nor any person associated with Selected the Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA Rulesrules. Selected The Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected the Dealer, or a person associated with Selected the Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the CommissionSEC, any state securities commission, FINRA or the CorporationCompany) concerning his or her age, investment objectives, other investments, financial situation and needs, needs and any other information known to Selected the Dealer, or person associated with Selected the Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, Company and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected The Dealer further represents, warrants and covenants that Selected the Dealer, or a person associated with Selected the Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected the Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, maintained or accounts hereafter established. Selected Dealer agrees will sell Class S shares, Class D shares and Class I shares only to retain the extent approved by the Intermediary Manager as set forth on Schedule I to this Agreement, and to the extent approved to sell Class D shares and Class I shares pursuant to this Agreement, sell such documents shares only to those persons who are eligible to purchase Class D shares and records Class I shares as described in Selected Dealer’s records for a period the Prospectus. Nothing contained in this Agreement shall be construed to impose upon the Company or the Intermediary Manager the responsibility of six years from assuring that prospective investors meet the date suitability standards in accordance with the terms and provisions of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agencyProspectus. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. Dealer agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six years from the date of the sale of the Shares. Dealer further agrees to make the Suitability Records available to the Intermediary Manager and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon Dealer’s receipt of a subpoena or other appropriate document request from such agency.

Limitation of Offer; Suitability. Selected Dealer will offer Offered Shares only to persons who meet the respective suitability standards for each of the Class D, Class M, Class T, Class T-C and Class I Offered Shares, as applicable, set forth in the Prospectus and in accordance with the offering and conditions contained therein, or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not required. Offered Shares are available for purchase by persons meeting the suitability standards described in the Prospectus. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Dealer will comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the CommissionSEC, any state securities commission, FINRA or the CorporationCompany) concerning his age, investment objectives, investment experience, income, net worth, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the CorporationCompany, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation Company upon request, and (ii) representatives of the CommissionSEC, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer further represents, warrants and covenants that it will notify Dealer Manager in writing if an investment in the Offered Shares becomes no longer suitable or appropriate for a proposed investor prior to the acceptance of the order by the Company. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a Subscription Agreement.

Limitation of Offer; Suitability. Selected The Shares shall only be offered or sold in the United States. In connection with an Offering, Participating Broker-Dealer shall not approach or contact any prospective investor that is located outside of the United States without the prior written consent of the Dealer Manager. Shares are available for purchase by persons meeting the suitability standards described in the Private Placement Memorandum. Participating Broker-Dealer will offer Offered Shares only to persons who meet the respective suitability standards standards, minimum investment requirements, and investor qualifications for the Shares as set forth in the Prospectus Private Placement Memorandum and in accordance with the offering and conditions contained therein, or in any suitability letter or memorandum sent to it by the Corporation Trust or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not requiredManager. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected and the Dealer Manager’s written consent for Participating Broker-Dealer to offer Shares in such jurisdiction. Participating Broker-Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected Participating Broker-Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Participating Broker-Dealer will comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected Participating Broker-Dealer further acknowledges and agrees that the marketing of Shares to “U.S. persons” (as defined in Regulation S under the Securities Act) will rely on Rule 506(b) under Regulation D under the Securities Act as a safe harbor from registration under Securities Act. The Participating Broker-Dealer represents, warrants and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall it will not offer or sell Offered Shares in by means of any jurisdiction except to investors who satisfy form of “general solicitation” or “general advertising” (within the investor suitability standards and minimum investment requirements meaning of Rule 502(c) of Regulation D under the most restrictive of the following: (a) applicable provisions described in the ProspectusSecurities Act), including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees but not limited to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investmentany advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio and (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser any seminar or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which meeting whose attendees have been closed, accounts which are currently maintained, invited by any general solicitation or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a Subscription Agreementgeneral advertising.

Limitation of Offer; Suitability. Selected The Offered Shares have been registered or otherwise qualified for offer or sale only in the United States. In connection with an Offering, Participating Broker-Dealer shall not approach or contact any prospective investor that is located outside of the United States without the prior written consent of the Dealer Manager. Offered Shares are available for purchase by persons meeting the suitability standards described in the Prospectus. Participating Broker-Dealer will offer Offered Shares only to persons who meet the respective suitability standards standards, minimum investment requirements, and investor qualifications for the Offered Shares as set forth in the Prospectus and in accordance with the offering and conditions contained therein, or in any suitability letter or memorandum sent to it by the Corporation or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not requiredManager. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected and the Dealer Manager’s written consent for Participating Broker-Dealer to offer Offered Shares in such jurisdiction. Participating Broker-Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected Participating Broker-Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Participating Broker-Dealer will comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected Participating Broker-Dealer further represents, warrants and covenants that neither Selected Participating Broker-Dealer, nor any person associated with Selected Participating Broker-Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Participating Broker-Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Participating Broker-Dealer, or a person associated with Selected Participating Broker-Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the CommissionSEC, any state securities commission, FINRA or the Corporation) concerning his or her age, investment objectives, investment experience, income, net worth, other investments, financial situation and needs, and any other information known to Selected Participating Broker-Dealer, or person associated with Selected Participating Broker-Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares, provided, however, that for institutional accounts within the meaning of FINRA Rule 2111, the Participating Broker-Dealer will ensure compliance with the requirements of Rule 2111 and any applicable state law with respect to institutional accounts. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Participating Broker-Dealer further represents, warrants and covenants that Selected Participating Broker-Dealer, or a person associated with Selected Participating Broker-Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Participating Broker-Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Participating Broker-Dealer agrees to retain such documents and records in Selected Participating Broker-Dealer’s records for a period of six (6) years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the CommissionSEC, FINRA and applicable state securities administrators upon Selected Participating Broker-Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Participating Broker-Dealer further represents, warrants and covenants that it will notify Dealer Manager in writing if an investment in the Offered Shares becomes no longer suitable or appropriate for a proposed investor prior to the acceptance of the order by the Corporation. Participating Broker-Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Participating Broker-Dealer’s customer and his or her signature on a Subscription Agreement.

Limitation of Offer; Suitability. Selected The Dealer will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions. In offering Offered Shares, Selected the Dealer will comply with the provisions of the Rules set forth in the FINRA RulesManual, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants including without limitation, the provisions of Article III.C and covenants that neither Selected DealerArticle III.E.1 of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy Inc. (the investor suitability standards “NASAA Guidelines”) and minimum investment requirements Regulation Best Interest promulgated under the most restrictive Exchange Act. Nothing contained in this section shall be construed to relieve Dealer of its suitability obligations under FINRA Rule 2111 or FINRA Rule 2310. The Dealer will sell Class T shares, Class S shares, Class D shares and Class I shares only to the following: (a) applicable provisions extent approved by the Dealer Manager as set forth on Schedule I to this Agreement, and to the extent approved to sell Class D shares and Class I shares pursuant to this Agreement, sell such shares only to those persons who are eligible to purchase Class D shares and Class I shares as described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Nothing contained in this Selected Dealer agrees Agreement shall be construed to ensure that, in recommending impose upon the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA Company or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, Dealer Manager the responsibility of assuring that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, prospective investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountProspectus. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. The Dealer agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six years from the date of the sale of the Shares. The Dealer further agrees to make the Suitability Records available to the Dealer Manager and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Dealer’s receipt of a subpoena or other appropriate document request from such agency. The Dealer further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus.

Limitation of Offer; Suitability. Selected Dealer will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability and eligibility standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale required and in any respective jurisdiction (or the exemption therefrom), Selected which Dealer represents, warrants has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions. In offering Offered Shares, Selected Dealer will comply with the provisions of Regulation Best Interest, the Rules set forth in the FINRA RulesManual, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants including without limitation, the provisions of Article III.C and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive Article III.E.1 of the following: NASAA Statement of Policy Regarding Real Estate Investment Trusts, as adopted by the NASAA membership on May 7, 2007 (a) applicable provisions the “NASAA Guidelines”). Nothing contained in this section shall be construed to relieve Dealer of its suitability obligations under FINRA Rule 2111 or FINRA Rule 2310. Dealer will sell Class T shares, Class S shares, Class D shares and Class I shares only to the extent approved by the Dealer Manager as set forth on Schedule I to this Agreement, and to the extent approved to sell any class of Shares pursuant to this Agreement, sell such Shares only to those persons who are eligible to purchase such class of Shares as described in the Prospectus, including minimum income . Nothing contained in this Participating Dealer Agreement shall be construed to impose upon the Company or the Dealer Manager the responsibility of assuring that prospective investors meet the suitability or eligibility standards in accordance with the terms and net worth standards; (b) applicable laws provisions of the jurisdiction of which such Prospectus nor will anything contained herein be construed to establish that any investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending customer of the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA Company or the Corporation) concerning his ageDealer Manager, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk including for purposes of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered SharesRegulation Best Interest. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. Dealer agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six years from the date of the sale of the Shares. Dealer further agrees to make the Suitability Records available to the Dealer Manager and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon Dealer’s receipt of a subpoena or other appropriate document request from such agency.

Limitation of Offer; Suitability. The Selected Dealer will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions. In offering Offered Shares, the Selected Dealer will comply with the provisions of the rules set forth in the FINRA RulesManual, as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Articles III.C and III.E.1 of the NASAA Statement of Policy Regarding Real Estate Investment Trusts, as adopted by the NASAA membership on May 7, 2007 (the “NASAA Guidelines”) and any enhanced standard of care applicable under Regulation Best Interest promulgated under the Exchange Act (“Regulation Best Interest”). The Selected Dealer further representsacknowledges that any recommendations of Shares it makes to retail investors, warrants within the meaning of those terms for purposes of Regulation Best Interest, will be subject to Regulation Best Interest, and covenants that neither the Dealer Manager shall not make any recommendation to any person solicited by the Selected Dealer. Nothing contained in this section shall be construed to relieve Selected Dealer of its suitability obligations under FINRA Rule 2111 or FINRA Rule 2310. The Selected Dealer will sell Class S Shares, nor any person associated with Selected DealerClass D Shares, shall offer or Class I Shares, Class F-S Shares, Class F-D Shares, Class F-I Shares, Class A-I Shares, Class A-II Shares, and Class A-III Shares only to the extent approved by the Dealer Manager as set forth on Schedule I to this Agreement, and to the extent approved to sell Offered Class D Shares, Class I Shares, Class F-D Shares, Class F-I Shares, Class A-I Shares, Class A-II Shares, and Class A-III Shares in any jurisdiction except pursuant to investors this Agreement, sell such Shares only to those persons who satisfy the investor suitability standards are eligible to purchase Class D Shares, Class I Shares, Class F-D Shares, Class F-I Shares, Class A-I Shares, Class A-II Shares, and minimum investment requirements under the most restrictive of the following: (a) applicable provisions Class A-III Shares as described in the Prospectus, including minimum income . Nothing contained in this Selected Dealer Agreement shall be construed to impose upon the Company or the Dealer Manager the responsibility of assuring that prospective investors meet the suitability standards in accordance with the terms and net worth standards; (b) applicable laws provisions of the jurisdiction of which such investor is a resident; or (c) applicable FINRA RulesProspectus. The Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record record-keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a Subscription Agreement.imposed by:

Limitation of Offer; Suitability. Selected Dealer will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale required and in any respective jurisdiction (or the exemption therefrom), Selected which Dealer represents, warrants has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions. In offering Offered Shares, Selected Dealer will comply with the provisions of Regulation Best Interest, the Rules set forth in the FINRA RulesManual, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants including without limitation, the provisions of Article III.C and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive Article III.E.1 of the following: NASAA Statement of Policy Regarding Real Estate Investment Trusts, as adopted by the NASAA membership on May 7, 2007 (a) applicable provisions the “NASAA Guidelines”). Nothing contained in this section shall be construed to relieve Dealer of its suitability obligations under FINRA Rule 2111 or FINRA Rule 2310. Dealer will sell Class T shares, Class S shares, Class D shares and Class I shares only to the extent approved by the Dealer Manager as set forth on Schedule I to this Agreement, and to the extent approved to sell Class D shares and Class I shares pursuant to this Agreement, sell such shares only to those persons who are eligible to purchase Class D shares and Class I shares as described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of . Nothing contained in this Participating Dealer Agreement shall be construed to impose upon the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA Company or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, Dealer Manager the responsibility of assuring that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, prospective investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountProspectus. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. Dealer agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six years from the date of the sale of the Shares. Dealer further agrees to make the Suitability Records available to the Dealer Manager and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon Dealer’s receipt of a subpoena or other appropriate document request from such agency.

Limitation of Offer; Suitability. Selected Dealer will offer Offered Shares only to persons who meet the suitability standards for the Offered Shares set forth in the Prospectus and in accordance with the offering and conditions contained therein, or in any suitability letter or memorandum sent to it by the Corporation or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not required. Offered Shares are available for purchase by persons meeting the suitability standards described in the Prospectus. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Dealer will comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the CommissionSEC, any state securities commission, FINRA or the Corporation) concerning his age, investment objectives, investment experience, income, net worth, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the CommissionSEC, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer further represents, warrants and covenants that it will notify Dealer Manager in writing if an investment in the Offered Shares becomes no longer suitable or appropriate for a proposed investor prior to the acceptance of the order by the Corporation. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a Subscription Agreement.

Limitation of Offer; Suitability. Selected The Dealer will offer Offered Shares only to persons who meet the suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions states in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding In offering Shares, the qualification Dealer will make every reasonable effort to determine the purchase of the Offered Shares is a suitable and appropriate investment for sale in any respective jurisdiction (or each purchaser of the exemption therefrom), Selected Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives pursuant to offer Offered Shares in any jurisdiction unless both Selected a subscription agreement solicited by the Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Dealer will comply with the provisions of requirements imposed upon it by the Prospectus, the Securities Act, the Exchange Act, applicable Blue Sky laws, and all applicable FINRA Rulesrules, as well as all other applicable rules and regulations relating to suitability of investorsinvestors and prospectus delivery requirements, including without limitation, the Omnibus Guidelines of the North American Securities Administrators Association, Inc. Nothing contained in this Selected Dealer Agreement shall be construed to impose upon the Company or the Dealer Manager the responsibility of assuring that prospective investors meet the suitability standards set forth in the Prospectus, or to relieve the Dealer from the responsibility of assuring that prospective investors meet the suitability standards in accordance with the terms and provisions of this Prospectus. Selected The Dealer further represents, warrants and covenants to the Dealer Manager that neither Selected Dealer, the Dealer nor any person associated with Selected the Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards, including the minimum income and net worth standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in of the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rulesrules. Selected The Dealer agrees to ensure that, in recommending or otherwise facilitating the purchase, sale or exchange of Offered Shares to an investor, Selected each Dealer, or a person associated with Selected the Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the Corporationprovided in such Rules) concerning his age, investment objectives, investment experience, income, net worth, other investments, financial situation and needs, and any other information known to Selected the Dealer, or person associated with Selected the Dealer, that (ia) the investor can reasonably is in a financial position appropriate to enable him to benefit from an investment in the Offered Shares based on upon the investor’s overall investment objectives and overall portfolio structure, ; (iib) the investor is able to bear the economic risk of inherent in an investment in Shares in the investment amount proposed based on the investor’s overall financial situation, and ; (iiic) that the investor has an apparent understanding of (A) the fundamental risks of the investmentan investment in Shares, (B) the risk that the investor may lose his the entire investment in the Offered Sharesinvestment, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser Sponsor or the persons responsible for directing and managing advisers to the CorporationCompany, and (E) the tax consequences of an investment in the Offered Shares; and (d) an investment in Shares is otherwise suitable for such investor. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected The Dealer further represents, warrants and covenants that Selected the Dealer, or a person associated with Selected the Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected the Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected The Dealer agrees to retain such documents and records in Selected the Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, not less than that required in order to otherwise comply with the record keeping all applicable federal, state and other statutory and regulatory requirements provided in Section XII below and to make such documents and records available to (ia) the Dealer Manager and the Corporation Company upon request, and (iib) to representatives of the CommissionSEC, FINRA and applicable state securities administrators upon Selected the Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected The Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected the Dealer’s customer and his or her signature on a Subscription Agreementsubscription agreement.

Limitation of Offer; Suitability. Selected The Dealer will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the suitability standards financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions. In offering Offered Shares, Selected the Dealer will comply with the provisions of the Rules set forth in the FINRA RulesManual, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants including without limitation, the provisions of Article III.C and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive Article III.E.1 of the following: Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (a) applicable provisions the “NASAA Guidelines”). Nothing contained in this section shall be construed to relieve Dealer of its suitability obligations under FINRA Rule 2111 or FINRA Rule 2310. The Dealer will sell Class T shares, Class S shares, Class D shares and Class I shares only to the extent approved by the Dealer Manager as set forth on Schedule 1 to this Agreement, and to the extent approved to sell Class D shares and Class I shares pursuant to this Agreement, sell such shares only to those persons who are eligible to purchase Class D shares and Class I shares as described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Nothing contained in this Selected Dealer agrees Agreement shall be construed to ensure that, in recommending impose upon the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA Company or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, Dealer Manager the responsibility of assuring that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, prospective investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountProspectus. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his such customer’s completed and executed Eligibility Form. The Dealer agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six years from the date of the sale of the Shares. The Dealer further agrees to make the Suitability Records available to the Dealer Manager and the Company upon request and to make them available to representatives of the Commission and FINRA and applicable state securities administrators upon the Dealer’s receipt of a subpoena or her signature on a Subscription Agreementother appropriate document request from such agency.

Limitation of Offer; Suitability. Selected Dealer will offer Offered Shares only to persons who meet the respective suitability standards for each of the Class A, Class D, Class T, and Class I Offered Shares, as applicable, set forth in the Prospectus and in accordance with the offering and conditions contained therein, or in any suitability letter or memorandum sent to it by the Corporation or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not required. Class A and Class T Offered Shares are available for purchase by persons meeting the suitability standards described in the Prospectus. Class D Offered Shares are available for purchase by certain persons whose contract for investment advisory and related brokerage services includes a fixed or “wrap” fee or other asset-based fee arrangement. Class I Offered Shares are available for purchase by (i) clients of financial intermediaries who charge such clients an ongoing fee for advisory, investment, consulting or related services, including individuals, corporations, endowments and foundations, (ii) family offices and their clients, (iii) certain other institutional investors, (iv) high net worth investors and (v) investors affiliated with the Adviser and its affiliates and other individuals designated by management. Class I Offered Shares are not available for purchase through an omnibus or similar intermediary account. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Dealer will comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the CommissionSEC, any state securities commission, FINRA or the Corporation) concerning his age, investment objectives, investment experience, income, net worth, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the CommissionSEC, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer further represents, warrants and covenants that it will notify Dealer Manager in writing if an investment in the Offered Shares becomes no longer suitable or appropriate for a proposed investor prior to the acceptance of the order by the Corporation. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a Subscription Agreement.

Limitation of Offer; Suitability. Selected Participating Dealer will offer Offered Primary Shares only to persons who meet the suitability standards set forth in the Prospectus or in and any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager Distributor and will only make offers to persons in the jurisdictions in which it is advised in writing by the Company or the Distributor that the Offered Primary Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Primary Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Participating Dealer represents, warrants and covenants that it will not offer Offered Primary Shares and will not permit any of its registered representatives to offer Offered Primary Shares in any jurisdiction unless both Selected Participating Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Primary Shares, Selected Participating Dealer will comply with the provisions of the Rules of Fair Practice set forth in the FINRA RulesManual, as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Section III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (the “NASAA REIT Guidelines”). Selected Participating Dealer further represents, warrants and covenants that neither Selected Participating Dealer, nor any person associated with Selected Participating Dealer, shall offer or sell Offered Primary Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive all of the following: (a1) applicable provisions described in of the Prospectus, including minimum income and net worth standards; (b2) applicable laws of the jurisdiction of which such investor is a resident; or (c3) applicable FINRA Conduct Rules; and (4) the provisions of Section III.C. of the NASAA REIT Guidelines. Selected Participating Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Primary Shares to an investor, Selected Participating Dealer, or a person associated with Selected Participating Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the CorporationCompany) concerning his such investor’s age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Participating Dealer, or person associated with Selected Participating Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (iiA) the investor is able or will be in a financial position appropriate to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) enable the investor has an apparent understanding of (A) to realize to a significant extent the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment benefits described in the Offered SharesProspectus, (C) including the lack of liquidity tax benefits to the extent they are a significant aspect of the Offered Shares, (DB) the background investor has a fair market net worth sufficient to sustain the risks inherent in an investment in Primary Shares in the amount proposed, including loss and qualifications lack of the Adviser or the persons responsible for directing and managing the Corporationliquidity of such investment, and (EC) the tax consequences of an investment in the Offered SharesPrimary Shares is otherwise suitable for such investor. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Participating Dealer further represents, warrants and covenants that Selected Participating Dealer, or a person associated with Selected Participating Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Primary Shares of each proposed investor solicited by a person associated with Participating Dealer by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealersuch proposed investor, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Participating Dealer agrees to retain such documents and records in Selected Participating Dealer’s records for a period of six years from the date of the applicable sale of Offered Primary Shares, to otherwise comply with the record keeping requirements provided in Section XII XIV below and to make such documents and records available to (i) the Dealer Manager Distributor and the Corporation Company upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Participating Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Participating Dealer shall not purchase any Offered Primary Shares for a discretionary account without obtaining the prior written approval of Selected Participating Dealer’s customer and his or her signature on a Subscription Agreementsuch customer’s completed and executed Eligibility Form.

Limitation of Offer; Suitability. Selected The Shares shall only be offered or sold in the United States. In connection with an Offering, Participating Broker-Dealer shall not approach or contact any prospective investor that is located outside of the United States without the prior written consent of the Dealer Manager. Shares are available for purchase by persons meeting the suitability standards described in the Private Placement Memorandum. Participating Broker-Dealer will offer Offered Shares only to persons who meet the respective suitability standards standards, minimum investment requirements, and investor qualifications for the Shares as set forth in the Prospectus Private Placement Memorandum and in accordance with the offering and conditions contained therein, or in any suitability letter or memorandum sent to it by the Corporation Trust or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not requiredManager. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected and the Dealer Manager’s written consent for Participating Broker-Dealer to offer Shares in such jurisdiction. Participating Broker-Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected Participating Broker-Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Participating Broker-Dealer will comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected Participating Broker-Dealer acknowledges and agrees that the marketing of Shares to “U.S. persons” (as defined in Regulation S under the Securities Act) will rely on Rule 506(b) under Regulation D under the Securities Act as a safe harbor from registration under Securities Act. The Participating Broker-Dealer represents, warrants and covenants that it will not offer or sell Shares by means of any form of “general solicitation” or “general advertising” (within the meaning of Rule 502(c) of Regulation D under the Securities Act), including but not limited to (A) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio and (B) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. Participating Broker-Dealer further represents, warrants and covenants that neither Selected Participating Broker-Dealer, nor any person associated with Selected Participating Broker-Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the ProspectusPrivate Placement Memorandum, including minimum income and net worth standardsstatus as an “accredited investor”; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Participating Broker-Dealer further represents, warrants and covenants that Selected Participating Broker-Dealer, or a person associated with Selected Participating Broker-Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Participating Broker-Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Participating Broker-Dealer agrees to retain such documents and records in Selected Participating Broker-Dealer’s records for a period of six (6) years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation Trust upon request, and (ii) representatives of the CommissionSEC, FINRA and applicable state securities administrators upon Selected Participating Broker-Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Participating Broker-Dealer further represents, warrants and covenants that it will notify Dealer Manager in writing if an investment in the Shares becomes no longer suitable or appropriate for a proposed investor prior to the acceptance of the order by the Trust. Participating Broker-Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Participating Broker-Dealer’s customer and his or her signature on a Subscription Agreement.

Limitation of Offer; Suitability. Selected The Dealer will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions. In offering Offered Shares, Selected the Dealer will comply with the provisions of the Rules set forth in the FINRA Rulesmanual, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants including without limitation, the provisions of Article III.C and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive Article III.E.1 of the following: Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (a) applicable provisions the “NASAA Guidelines”). Nothing contained in this section shall be construed to relieve Dealer of its suitability obligations under FINRA Rule 2111 or FINRA Rule 2310. The Dealer will sell Class T shares, Class S shares, Class D shares and Class I shares only to the extent approved by the Dealer Manager as set forth on Schedule I to this Agreement, and to the extent approved to sell Class T shares, Class S shares, Class D shares and Class I shares pursuant to this Agreement, sell such shares only to those persons who are eligible to purchase Class T shares, Class S shares, Class D shares and Class I shares as described in the Prospectus. Shares are suitable only as a long-term investment for persons of adequate financial means who do not need near-term liquidity from their investment, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered will only sell Shares to an investor, Selected Dealer, or investors that the Dealer reasonably determines are able to hold such Shares as a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained long-term investment and do not need liquidity from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, that (i) the investor can reasonably benefit from an such investment in the Offered Shares based on near future. Nothing contained in this Agreement shall be construed to impose upon the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser Company or the persons responsible for directing and managing Dealer Manager the Corporation, and (E) the tax consequences responsibility of an investment in the Offered Shares. In the case of sales to fiduciary accounts, assuring that prospective investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountProspectus. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected The Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected the Dealer’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. The Dealer agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six years from the date of the sale of the Shares. The Dealer further agrees to make the Suitability Records available to the Dealer Manager and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Dealer’s receipt of a subpoena or other appropriate document request from such agency.

Limitation of Offer; Suitability. Selected Dealer will offer Offered Shares only to persons who meet the suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both the Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Dealer will comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds Corporations for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a Subscription Agreement.

Limitation of Offer; Suitability. Selected Dealer will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale required and in any respective jurisdiction (or the exemption therefrom), Selected which Dealer represents, warrants has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions. In offering Offered Shares, Selected Dealer will comply with the provisions of the Rules set forth in the FINRA RulesManual, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants including without limitation, the provisions of Article III.C and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive Article III.E.1 of the following: NASAA Statement of Policy Regarding Real Estate Investment Trusts, as adopted by the NASAA membership on May 7, 2007 (a) applicable provisions the “NASAA Guidelines”). Nothing contained in this section shall be construed to relieve Dealer of its suitability obligations under FINRA Rule 2111 or FINRA Rule 2310. Dealer will sell Class T shares, Class S shares, Class D shares and Class I shares only to the extent approved by the Dealer Manager as set forth on Schedule I to this Agreement, and to the extent approved to sell Class D shares and Class I shares pursuant to this Agreement, sell such shares only to those persons who are eligible to purchase Class D shares and Class I shares as described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Nothing contained in this Selected Dealer agrees Agreement shall be construed to ensure that, in recommending impose upon the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA Company or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, Dealer Manager the responsibility of assuring that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, prospective investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountProspectus. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. Dealer agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six years from the date of the sale of the Shares. Dealer further agrees to make the Suitability Records available to the Dealer Manager and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon Dealer’s receipt of a subpoena or other appropriate document request from such agency.

Limitation of Offer; Suitability. Selected The Dealer will offer Offered Shares only to persons who meet the suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions states in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding In offering Shares, the qualification Dealer will make every reasonable effort to determine the purchase of the Offered Shares is a suitable and appropriate investment for sale in any respective jurisdiction (or each purchaser of the exemption therefrom), Selected Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives pursuant to offer Offered Shares in any jurisdiction unless both Selected a subscription agreement solicited by the Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Dealer will comply with the provisions of requirements imposed upon it by the Prospectus, the Securities Act, the Exchange Act, applicable Blue Sky laws, and all applicable FINRA Rulesrules, as well as all other applicable rules and regulations relating to suitability of investorsinvestors and prospectus delivery requirements, including without limitation, the Omnibus Guidelines of the North American Securities Administrators Association, Inc. Nothing contained in this Selected Dealer Agreement shall be construed to impose upon the Company or the Dealer Manager the responsibility of assuring that prospective investors meet the suitability standards set forth in the Prospectus, or to relieve the Dealer from the responsibility of assuring that prospective investors meet the suitability standards in accordance with the terms and provisions of this Prospectus. Selected The Dealer further represents, warrants and covenants to the Dealer Manager that neither Selected Dealer, the Dealer nor any person associated with Selected the Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards, including the minimum income and net worth standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in of the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rulesrules. Selected The Dealer agrees to ensure that, in recommending or otherwise facilitating the purchase, sale or exchange of Offered Shares to an investor, Selected the Dealer, or a any person associated with Selected the Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the Corporationprovided in such Rules) concerning his age, investment objectives, investment experience, income, net worth, other investments, financial situation and needs, and any other information known to Selected the Dealer, or person associated with Selected the Dealer, that (ia) the investor can reasonably is in a financial position appropriate to enable him to benefit from an investment in the Offered Shares based on upon the investor’s overall investment objectives and overall portfolio structure, ; (iib) the investor is able to bear the economic risk of inherent in an investment in Shares in the investment amount proposed based on the investor’s overall financial situation, and ; (iiic) that the investor has an apparent understanding of (A) the fundamental risks of the investmentan investment in Shares, (B) the risk that the investor may lose his the entire investment in the Offered Sharesinvestment, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser Sponsor or the persons responsible for directing and managing advisers to the CorporationCompany, and (E) the tax consequences of an investment in the Offered Shares; and (d) an investment in Shares is otherwise suitable for such investor. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected The Dealer further represents, warrants and covenants that Selected the Dealer, or a person associated with Selected the Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected the Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected The Dealer agrees to retain such documents and records in Selected the Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, not less than that required in order to otherwise comply with the record keeping all applicable federal, state and other statutory and regulatory requirements provided in Section XII below and to make such documents and records available to (ia) the Dealer Manager and the Corporation Company upon request, and (iib) to representatives of the CommissionCommission , FINRA and applicable state securities administrators upon Selected the Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected The Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected the Dealer’s customer Customer and his or her signature on a Subscription Agreementsubscription agreement.

Limitation of Offer; Suitability. Selected The Dealer will offer Offered Shares only to persons who meet the suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions states in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding In offering Shares, the qualification Dealer will make every reasonable effort to determine the purchase of the Offered Shares is a suitable and appropriate investment for sale in any respective jurisdiction (or each purchaser of the exemption therefrom), Selected Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives pursuant to offer Offered Shares in any jurisdiction unless both Selected a subscription agreement solicited by the Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Dealer will comply with the provisions of requirements imposed upon it by the Prospectus, the Securities Act, the Exchange Act, applicable Blue Sky laws, and all applicable FINRA Rulesrules, as well as all other applicable rules and regulations relating to suitability of investorsinvestors and prospectus delivery requirements, including without limitation, the Omnibus Guidelines of the North American Securities Administrators Association, Inc. Nothing contained in this Selected Dealer Agreement shall be construed to impose upon the Company or the Dealer Manager the responsibility of assuring that prospective investors meet the suitability standards set forth in the Prospectus, or to relieve the Dealer from the responsibility of assuring that prospective investors meet the suitability standards in accordance with the terms and provisions of this Prospectus. Selected The Dealer further represents, warrants and covenants to the Dealer Manager that neither Selected Dealer, the Dealer nor any person associated with Selected the Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards, including the minimum income and net worth standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in of the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rulesrules. Selected The Dealer agrees to ensure that, in recommending or otherwise facilitating the purchase, sale or exchange of Offered Shares to an investor, Selected the Dealer, or a any person associated with Selected the Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the Corporationprovided in such Rules) concerning his age, investment objectives, investment experience, income, net worth, other investments, financial situation and needs, and any other information known to Selected the Dealer, or person associated with Selected the Dealer, that (ia) the investor can reasonably is in a financial position appropriate to enable him to benefit from an investment in the Offered Shares based on upon the investor’s overall investment objectives and overall portfolio structure, ; (iib) the investor is able to bear the economic risk of inherent in an investment in Shares in the investment amount proposed based on the investor’s overall financial situation, and ; (iiic) that the investor has an apparent understanding of (A) the fundamental risks of the investmentan investment in Shares, (B) the risk that the investor may lose his the entire investment in the Offered Sharesinvestment, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser Sponsor or the persons responsible for directing and managing advisers to the CorporationCompany, and (E) the tax consequences of an investment in the Offered Shares; and (d) an investment in Shares is otherwise suitable for such investor. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected The Dealer further represents, warrants and covenants that Selected the Dealer, or a person associated with Selected the Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected the Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected The Dealer agrees to retain such documents and records in Selected the Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, not less than that required in order to otherwise comply with the record keeping all applicable federal, state and other statutory and regulatory requirements provided in Section XII below and to make such documents and records available to (ia) the Dealer Manager and the Corporation Company upon request, and (iib) to representatives of the CommissionSEC, FINRA and applicable state securities administrators upon Selected the Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected The Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected the Dealer’s customer and his or her signature on a Subscription Agreementsubscription agreement.

Limitation of Offer; Suitability. Selected Dealer will LEGAL02/44544150v5 Participating Adviser will: (a) conduct all offering and solicitation efforts in a transaction or series of transactions intended to be exempt from the registration requirements under the Securities Act pursuant to Rule 506(b) of Regulation D and applicable state securities laws and regulations; (b) not offer Offered or sell Shares by any means otherwise inconsistent with this Agreement or the Memorandum; (c) offer Shares only to persons who meet the suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation or the Dealer Manager and will only Memorandum; (d) make offers only to persons in the jurisdictions in which it the Dealer Manager is advised in writing by the Company that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction ; (or the exemption therefrom), Selected Dealer represents, warrants and covenants that it will not e) only offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any a jurisdiction unless both Selected Dealer and if such registered representative are Participating Adviser is duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Dealer will ; and (f) comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements including Rule 15l-1 under the most restrictive of the following: Exchange Act (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA RulesRegulation Best Interest). Selected Dealer Participating Adviser agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an a potential investor, Selected Dealer, or a person associated with Selected Dealer, Participating Adviser shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in concerning the manner and for the period required by the Commission, any state securities commission, FINRA or the Corporation) concerning his age, investor’s investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, by Participating Adviser or person an associated with Selected Dealerperson, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk each purchaser of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of Shares: (A) is an “accredited investor” as that term is defined in Rule 501(a) under the fundamental risks of Securities Act (an “Accredited Investor”) and meets the investment, other investor suitability requirements as may be established by the Company and set forth in the Memorandum; (B) the risk has such knowledge and experience in financial and business matters that the investor may lose his entire investment in offeree is capable of evaluating the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background merits and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences risks of an investment in the Offered Shares; (C) is a person for which an investment in the Shares are otherwise suitable; and (D) was not solicited through the use of general solicitation. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer Participating Adviser further represents, warrants and covenants that Selected DealerParticipating Adviser will, or a person associated in offering Shares, comply with Selected Dealer, the provisions of all applicable rules and regulations relating to suitability of investors and will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor solicited by a person associated with Participating Adviser by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealersuch proposed investor, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer Participating Adviser agrees to retain such documents and records in Selected DealerParticipating Adviser’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the all applicable record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation Company upon request, request and (ii) representatives of the CommissionSEC, FINRA and applicable state securities administrators upon Selected DealerParticipating Adviser’s receipt of an appropriate document document, subpoena or other appropriate request for documents from any such agency. Selected Dealer Participating Adviser shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected DealerParticipating Adviser’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. Participating Adviser further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Memorandum.

Limitation of Offer; Suitability. Selected Dealer The Broker will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Managing Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Managing Dealer that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants Broker has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions (including the jurisdictions listed on Schedule III). In offering Offered Shares, Selected Dealer the Broker will comply with the provisions of the Rules set forth in the FINRA RulesManual, Exchange Act Rule 15l-1 (“Regulation Best Interest”), as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Article III.C and Article III.E of the Omnibus Guidelines Statement of Policy of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”) adopted on March 29, 1992 and as amended on May 7, 2007. Selected Dealer Nothing contained in this section shall be construed to relieve the Broker of its suitability obligations under Regulation Best Interest, FINRA Rule 2111 or FINRA Rule 2310. The Broker further represents, warrants and covenants that neither Selected DealerBroker, nor any person associated with Selected Dealerthe Broker, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA Rulesrules. Selected Dealer The Broker agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the CommissionSEC, any state securities commission, FINRA or the CorporationCompany) concerning his or her age, investment objectives, other investments, financial situation and needs, needs and any other information known to Selected Dealerthe Broker, or person associated with Selected Dealerthe Broker, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser Advisor or the persons responsible for directing and managing the Corporation, Company and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer The Broker further represents, warrants and covenants that Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealerthe Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, maintained or accounts hereafter established. Selected The Broker will sell Class S shares, Class D shares, and Class I shares only to the extent approved by the Managing Dealer agrees as set forth on Schedule I to retain this Agreement, and to the extent approved to sell Class D shares and Class I shares pursuant to this Agreement, sell such documents shares only to those persons who are eligible to purchase Class D shares and records Class I shares as described in Selected Dealer’s records for a period the Prospectus. Nothing contained in this Agreement shall be construed to impose upon the Company or the Managing Dealer the responsibility of six years from assuring that prospective investors meet the date suitability standards in accordance with the terms and provisions of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agencyProspectus. Selected Dealer Broker shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected DealerXxxxxx’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. The Broker agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA, and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six (6) years from the date of the sale of the Shares. The Broker further agrees to make the Suitability Records available to the Managing Dealer and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Broker’s receipt of a subpoena or other appropriate document request from such agency. The Broker further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus.

Limitation of Offer; Suitability. Selected Dealer The Broker will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Fund or the Managing Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Managing Dealer that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants Broker has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions (including the jurisdictions listed on Schedule III). In offering Offered Shares, Selected Dealer the Broker will comply with the provisions of the Rules set forth in the FINRA RulesManual, Exchange Act Rule 15l-1 (“Regulation Best Interest”), as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants including without limitation, the provisions of Article III.C and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive Article III.E of the following: Omnibus Guidelines Statement of Policy of the North American Securities Administrators Association, Inc. (athe “NASAA Guidelines”) applicable provisions adopted on March 29, 1992 and as amended on May 7, 2007. Nothing contained in this section shall be construed to relieve the Broker of its suitability obligations under Regulation Best Interest, FINRA Rule 2111 or FINRA Rule 2310. The Broker will sell Class S shares, Class D shares, Class F shares and Class I shares only to the extent approved by the Managing Dealer as set forth on Schedule I to this Agreement, and to the extent approved to sell Class D shares, Class F shares and Class I shares pursuant to this Agreement, sell such shares only to those persons who are eligible to purchase Class D shares, Class F shares and Class I shares as described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of . Nothing contained in this Agreement shall be construed to impose upon the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA Fund or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, Managing Dealer the responsibility of assuring that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, prospective investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountProspectus. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer Broker shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected DealerXxxxxx’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. The Broker agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA, and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six (6) years from the date of the sale of the Shares. The Broker further agrees to make the Suitability Records available to the Managing Dealer and the Fund upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Broker’s receipt of a subpoena or other appropriate document request from such agency. The Broker further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus.

Limitation of Offer; Suitability. Selected Participating Broker-Dealer will offer Offered Shares only to persons who meet the respective suitability standards standards, minimum investment requirements, and investor qualifications for the Offered Shares as set forth in the Prospectus and in accordance with the offering and conditions contained therein, or in any suitability letter or memorandum sent to it by the Corporation or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not required. Offered Shares are available for purchase by persons meeting the suitability standards described in the Prospectus. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Participating Broker-Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected Participating Broker-Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Participating Broker-Dealer will comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected Participating Broker-Dealer further represents, warrants and covenants that neither Selected Participating Broker-Dealer, nor any person associated with Selected Participating Broker-Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Participating Broker-Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Participating Broker-Dealer, or a person associated with Selected Participating Broker-Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the CommissionSEC, any state securities commission, FINRA or the Corporation) concerning his or her age, investment objectives, investment experience, income, net worth, other investments, financial situation and needs, and any other information known to Selected Participating Broker-Dealer, or person associated with Selected Participating Broker-Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares, provided, however, that for institutional accounts within the meaning of FINRA Rule 2111, the Participating Broker-Dealer will ensure compliance with the requirements of Rule 2111 and any applicable state law with respect to institutional accounts. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Participating Broker-Dealer further represents, warrants and covenants that Selected Participating Broker-Dealer, or a person associated with Selected Participating Broker-Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Participating Broker-Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Participating Broker-Dealer agrees to retain such documents and records in Selected Participating Broker-Dealer’s records for a period of six (6) years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the CommissionSEC, FINRA and applicable state securities administrators upon Selected Participating Broker-Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Participating Broker-Dealer further represents, warrants and covenants that it will notify Dealer Manager in writing if an investment in the Offered Shares becomes no longer suitable or appropriate for a proposed investor prior to the acceptance of the order by the Corporation. Participating Broker-Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Participating Broker-Dealer’s customer and his or her signature on a Subscription Agreement.

Limitation of Offer; Suitability. Selected a. Dealer will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale required and in any respective jurisdiction (or the exemption therefrom), Selected which Dealer represents, warrants has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business shares in such jurisdictionjurisdictions. In offering Offered Shares, Selected Dealer will comply with the provisions of the Rules set forth in the FINRA RulesManual, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants including without limitation, the provisions of Article III.C and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive Article III.E.1 of the following: Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (a) applicable provisions the “NASAA Guidelines”). Nothing contained in this Section 9 shall be construed to relieve Dealer of its suitability obligations under FINRA Rule 2111 or FINRA Rule 2310. Dealer will sell Class T shares, Class S shares, Class D shares and/or Class I shares only to the extent approved by the Dealer Manager as set forth on Schedule I to this Agreement and to the extent approved to sell Class T shares, Class S shares, Class D shares and Class I shares pursuant to this Agreement, Dealer will sell such Shares only to those persons who are eligible to purchase Class T shares, Class S shares, Class D shares and Class I shares as described in the Prospectus. Nothing contained in this Agreement shall be construed to impose upon the Company, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing Dealer Manager the Corporation, and (E) the tax consequences responsibility of an investment in the Offered Shares. In the case of sales to fiduciary accounts, assuring that prospective investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountProspectus. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement.

Limitation of Offer; Suitability. Selected Dealer The Broker will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Distribution Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Distribution Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants Broker has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions (including the jurisdictions listed on Schedule III). In offering Offered Shares, Selected Dealer the Broker will comply with the provisions of the rules set forth in the FINRA RulesManual, Exchange Act Rule 15l-1 (“Regulation Best Interest”), as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Article III.C and Article III.E of the Omnibus Guidelines Statement of Policy of the North American Securities Administrators Association, Inc. (the “Omnibus Guidelines”) adopted on March 29, 1992 and as amended on May 7, 2007. Selected Dealer Nothing contained in this section shall be construed to relieve the Broker of its suitability obligations under Regulation Best Interest, FINRA Rule 2111 or FINRA Rule 2310. The Broker further represents, warrants and covenants that neither Selected Dealerthe Broker, nor any person associated with Selected Dealerthe Broker, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA Rulesrules. Selected Dealer The Broker agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the CommissionSEC, any state securities commission, FINRA or the CorporationCompany) concerning his or her age, investment objectives, other investments, financial situation and needs, needs and any other information known to Selected Dealerthe Broker, or person associated with Selected Dealerthe Broker, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, Company and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer The Broker further represents, warrants and covenants that Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealerthe Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, maintained or accounts hereafter established. Selected Dealer agrees The Broker will sell Class T shares, Class S shares, Class D shares and Class I shares only to retain the extent approved by the Distribution Manager as set forth on Schedule I to this Agreement, and to the extent approved to sell Class D shares and Class I shares pursuant to this Agreement, sell such documents shares only to those persons who are eligible to purchase Class D shares and records Class I shares as described in Selected Dealer’s records for a period the Prospectus. Nothing contained in this Agreement shall be construed to impose upon the Company or the Distribution Manager the responsibility of six years from assuring that prospective investors meet the date suitability standards in accordance with the terms and provisions of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agencyProspectus. Selected Dealer The Broker shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealerthe Broker’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. The Broker agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA, and (c) the Omnibus Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six (6) years from the date of the sale of the Shares. The Broker further agrees to make the Suitability Records available to the Distribution Manager and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Broker’s receipt of a subpoena or other appropriate document request from such agency. [Any relevant jurisdictional selling restrictions to be added as applicable.] The Broker further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus.

Limitation of Offer; Suitability. Selected The Dealer will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the suitability standards financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions. In offering Offered Shares, Selected the Dealer will comply with the provisions of the Rules set forth in the FINRA RulesManual, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants including without limitation, the provisions of Article III.C and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive Article III.E.1 of the following: Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (a) applicable provisions the “NASAA Guidelines”). Nothing contained in this section shall be construed to relieve Dealer of its suitability obligations under FINRA Rule 2111 or FINRA Rule 2310. The Dealer will sell Class T shares, Class S shares, Class D shares and Class I shares only to the extent approved by the Dealer Manager as set forth on Schedule 1 to this Agreement, and to the extent approved to sell Class D shares and Class I shares pursuant to this Agreement, sell such shares only to those persons who are eligible to purchase Class D shares and Class I shares as described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Nothing contained in this Selected Dealer agrees Agreement shall be construed to ensure that, in recommending impose upon the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA Company or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, Dealer Manager the responsibility of assuring that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, prospective investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountProspectus. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his such customer’s completed and executed Eligibility Form. The Dealer agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six years from the date of the sale of the Shares. The Dealer further agrees to make the Suitability Records available to the Dealer Manager and the Company upon request and to make them available to representatives of the Commission and FINRA and applicable state securities administrators upon the Dealer’s receipt of a subpoena or her signature on a Subscription Agreement.other appropriate document request from such agency. 5

Limitation of Offer; Suitability. The Selected Dealer will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions. In offering Offered Shares, the Selected Dealer will comply with the provisions of the rules set forth in the FINRA RulesManual, as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Articles III.C and III.E.1 of the NASAA Statement of Policy Regarding Real Estate Investment Trusts, as adopted by the NASAA membership on May 7, 2007 (the “NASAA Guidelines”) and any enhanced standard of care applicable under Regulation Best Interest promulgated under the Exchange Act (“Regulation Best Interest”). The Selected Dealer further representsacknowledges that any recommendations of Shares it makes to retail investors, warrants within the meaning of those terms for purposes of Regulation Best Interest, will be subject to Regulation Best Interest, and covenants that neither the Dealer Manager shall not make any recommendation to any person solicited by the Selected Dealer. Nothing contained in this section shall be construed to relieve Selected Dealer of its suitability obligations under FINRA Rule 2111 or FINRA Rule 2310. The Selected Dealer will sell Class S Shares, nor any person associated with Selected DealerClass D Shares, shall offer or Class I Shares, Class F-S Shares, Class F-D Shares, and Class F-I Shares only to the extent approved by the Dealer Manager as set forth on Schedule I to this Agreement, and to the extent approved to sell Offered Class D Shares, Class I Shares, Class F-D Shares, and Class F-I Shares in any jurisdiction except pursuant to investors this Agreement, sell such Shares only to those persons who satisfy the investor suitability standards are eligible to purchase Class D Shares, Class I Shares, Class F-D Shares, and minimum investment requirements under the most restrictive of the following: (a) applicable provisions Class F-I Shares as described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Nothing contained in this Selected Dealer agrees Agreement shall be construed to ensure that, in recommending impose upon the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA Company or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, Dealer Manager the responsibility of assuring that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, prospective investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountProspectus. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. The Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of the Selected Dealer’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement.. The Selected Dealer agrees to comply with the record-keeping requirements imposed by:

Limitation of Offer; Suitability. Selected Dealer The Broker will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Managing Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Managing Dealer that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants Broker has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions (including the jurisdictions listed on Schedule III). In offering Offered Shares, Selected Dealer the Broker will comply with the provisions of the Rules set forth in the FINRA RulesManual, Exchange Act Rule 15l-1 (“Regulation Best Interest”), as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Article III.C and Article III.E of the Omnibus Guidelines Statement of Policy of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”) adopted on March 29, 1992 and as amended on May 7, 2007. Selected Dealer Nothing contained in this section shall be construed to relieve the Broker of its suitability obligations under Regulation Best Interest, FINRA Rule 2111 or FINRA Rule 2310. · The Broker further represents, warrants and covenants that neither Selected DealerBroker, nor any person associated with Selected Dealerthe Broker, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA Rulesrules. Selected Dealer The Broker agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the CommissionSEC, any state securities commission, FINRA or the CorporationCompany) concerning his or her age, investment objectives, other investments, financial situation and needs, needs and any other information known to Selected Dealerthe Broker, or person associated with Selected Dealerthe Broker, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser Advisor or the persons responsible for directing and managing the Corporation, Company and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer The Broker further represents, warrants and covenants that Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealerthe Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, maintained or accounts hereafter established. Selected · The Broker will sell Class S shares, Class D shares, Class F shares and Class I shares only to the extent approved by the Managing Dealer agrees as set forth on Schedule I to retain this Agreement, and to the extent approved to sell Class D shares and Class I shares pursuant to this Agreement, sell such documents shares only to those persons who are eligible to purchase Class D shares and records Class I shares as described in Selected Dealer’s records for a period the Prospectus. Nothing contained in this Agreement shall be construed to impose upon the Company or the Managing Dealer the responsibility of six years from assuring that prospective investors meet the date suitability standards in accordance with the terms and provisions of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agencyProspectus. Selected Dealer Broker shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected DealerBxxxxx’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. The Broker agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA, and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six (6) years from the date of the sale of the Shares. The Broker further agrees to make the Suitability Records available to the Managing Dealer and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Broker’s receipt of a subpoena or other appropriate document request from such agency. · [Any relevant jurisdictional selling restrictions to be added as applicable.] · The Broker further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus.

Limitation of Offer; Suitability. Selected Dealer Rxxxxxx Jxxxx will offer Offered Shares only to persons who meet the suitability standards financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Dealer Rxxxxxx Jxxxx will comply with the provisions of the Rules set forth in the FINRA RulesManual, as well as all other applicable rules and regulations relating to suitability of investorsinvestors and the suitability determination requirements set forth in the Prospectus. Selected Dealer further represents, warrants Rxxxxxx Jxxxx will sell Class I Shares only to the extent permitted by this Agreement and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered only to those persons who are eligible to purchase Class I Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions as described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Nothing contained in this Selected Dealer agrees Agreement shall be construed to ensure that, in recommending impose upon the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA Company or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, Dealer Manager the responsibility of assuring that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, prospective investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountProspectus. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer Rxxxxxx Jxxxx shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s Rxxxxxx Xxxxx’x customer and his or her signature on such customer’s completed and executed Order Form. Rxxxxxx Jxxxx agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA and (c) the Statement of Policy Regarding Real Estate Investment Trusts, as revised and adopted by the membership of the North American Securities Administrators Association, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a Subscription Agreementperiod of six years from the date of the sale of the Shares.

Limitation of Offer; Suitability. Selected Participating Dealer will offer Offered Shares only to persons who meet the suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Participating Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected the Participating Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Participating Dealer will comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected Participating Dealer further represents, warrants and covenants that neither Selected Participating Dealer, nor any person associated with Selected Participating Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a1) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b2) applicable laws of the jurisdiction of which such investor is a resident; or (c3) applicable FINRA Rules. Selected Participating Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Participating Dealer, or a person associated with Selected Participating Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the CorporationCompany) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Participating Dealer, or person associated with Selected Participating Dealer, that (iA) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (iiB) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iiiC) the investor has an apparent understanding of (Ai) the fundamental risks of the investment, (Bii) the risk that the investor may lose his entire investment in the Offered Shares, (Ciii) the lack of liquidity of the Offered Shares, (Div) the restrictions on transferability of the Offered Shares, (v) the background and qualifications of the Adviser Company’s sponsor or the persons responsible for directing and managing the CorporationCompany, and (Evi) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Participating Dealer further represents, warrants and covenants that Selected Participating Dealer, or a person associated with Selected Participating Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Participating Dealer, whether such documents and records relate to accounts which have been closed, TP Flexible Income Fund, Inc. Dealer Manager Agreement accounts which are currently maintained, or accounts hereafter established. Selected Participating Dealer agrees to retain such documents and records in Selected Participating Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII X below and to make such documents and records available to (i) the Dealer Manager and the Corporation Company upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Participating Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Participating Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Participating Dealer’s customer and his or her signature on a Subscription Agreement.

Limitation of Offer; Suitability. Selected Dealer The Broker will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Managing Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Managing Dealer that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants Broker has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions (including the jurisdictions listed on Schedule III). In offering Offered Shares, Selected Dealer the Broker will comply with the provisions of the Rules set forth in the FINRA RulesManual, Exchange Act Rule 15l-1 (“Regulation Best Interest”), as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Article III.C and Article III.E of the Omnibus Guidelines Statement of Policy of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”) adopted on March 29, 1992 and as amended on May 7, 2007. Selected Dealer Nothing contained in this section shall be construed to relieve the Broker of its suitability obligations under Regulation Best Interest, FINRA Rule 2111 or FINRA Rule 2310. The Broker further represents, warrants and covenants that neither Selected DealerBroker, nor any person associated with Selected Dealerthe Broker, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA Rulesrules. Selected Dealer The Broker agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the CommissionSEC, any state securities commission, FINRA or the CorporationCompany) concerning his or her age, investment objectives, other investments, financial situation and needs, needs and any other information known to Selected Dealerthe Broker, or person associated with Selected Dealerthe Broker, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser Advisor or the persons responsible for directing and managing the Corporation, Company and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer The Broker further represents, warrants and covenants that Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealerthe Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, maintained or accounts hereafter established. Selected The Broker will sell Class S shares, Class D shares and Class I shares only to the extent approved by the Managing Dealer agrees as set forth on Schedule I to retain this Agreement, and to the extent approved to sell Class D shares and Class I shares pursuant to this Agreement, sell such documents shares only to those persons who are eligible to purchase Class D shares and records Class I shares as described in Selected Dealer’s records for a period the Prospectus. Nothing contained in this Agreement shall be construed to impose upon the Company or the Managing Dealer the responsibility of six years from assuring that prospective investors meet the date suitability standards in accordance with the terms and provisions of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agencyProspectus. Selected Dealer Broker shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected DealerXxxxxx’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. The Broker agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA, and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six (6) years from the date of the sale of the Shares. The Broker further agrees to make the Suitability Records available to the Managing Dealer and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Broker’s receipt of a subpoena or other appropriate document request from such agency. [Any relevant jurisdictional selling restrictions to be added as applicable.] The Broker further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus.

Limitation of Offer; Suitability. Selected Participating Dealer will offer Offered Shares only to persons who meet the suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Participating Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected the Participating Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Participating Dealer will comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected Participating Dealer further represents, warrants and covenants that neither Selected Participating Dealer, nor any person associated with Selected Participating Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a1) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b2) applicable laws of the jurisdiction of which such investor is a resident; or (c3) applicable FINRA Rules. Selected Participating Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Participating Dealer, or a person associated with Selected Participating Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the CorporationCompany) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Participating Dealer, or person associated with Selected Participating Dealer, that (iA) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (iiB) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iiiC) the investor has an apparent understanding of (Ai) the fundamental risks of the investment, (Bii) the risk that the investor may lose his entire investment in the Offered Shares, (Ciii) the lack of liquidity of the Offered Shares, (Div) the restrictions on transferability of the Offered Shares, (v) the background and qualifications of the Adviser Company’s sponsor or the persons responsible for directing and managing the CorporationCompany, and (Evi) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accountsTriton Pacific Investment Corporation, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Inc. Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a Subscription Agreement.

Limitation of Offer; Suitability. Selected Dealer The Broker will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Managing Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Managing Dealer that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants Broker has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions (including the jurisdictions listed on Schedule III). In offering Offered Shares, Selected Dealer the Broker will comply with the provisions of FINRA RulesRegulation Best Interest, as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of NASAA Guidelines adopted on March 29, 1992 and as amended on May 7, 2007. Selected Nothing contained in this section shall be construed to relieve the Broker of its suitability obligations under Regulation Best Interest, FINRA Rule 2111 or FINRA Rule 2310. The Broker will sell Class S shares, Class D shares and Class I shares only to the extent approved by the Managing Dealer further representsas set forth on Schedule I to this Agreement, warrants and covenants that neither Selected Dealerto the extent approved to sell Class D shares and Class I shares pursuant to this Agreement, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except such shares only to investors those persons who satisfy the investor suitability standards are eligible to purchase Class D shares and minimum investment requirements under the most restrictive of the following: (a) applicable provisions Class I shares as described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of . Nothing contained in this Agreement shall be construed to impose upon the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA Company or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, Managing Dealer the responsibility of assuring that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, prospective investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountProspectus. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer Broker shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected DealerBroker’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. The Broker agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA, and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six (6) years from the date of the sale of the Shares. The Broker further agrees to make the Suitability Records available to the Managing Dealer and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Broker’s receipt of a subpoena or other appropriate document request from such agency. [Any relevant jurisdictional selling restrictions to be added as applicable.] The Broker further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus.

Limitation of Offer; Suitability. Selected Dealer The Broker will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Fund or the Dealer Intermediary Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Intermediary Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants Broker has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions (including the jurisdictions listed on Schedule III). In offering Offered Shares, Selected Dealer the Broker will comply with the provisions of the Rules set forth in the FINRA RulesManual, Exchange Act Rule 15l-1 (“Regulation Best Interest”), as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Article III.C and Article III.E of the Omnibus Guidelines Statement of Policy of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”) adopted on March 29, 1992 and as amended on May 7, 2007. Selected Dealer Nothing contained in this section shall be construed to relieve the Broker of its suitability obligations under Regulation Best Interest, FINRA Rule 2111 or FINRA Rule 2310. The Broker further represents, warrants and covenants that neither Selected DealerBroker, nor any person associated with Selected Dealerthe Broker, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA Rulesrules. Selected Dealer The Broker agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the CommissionSEC, any state securities commission, FINRA or the CorporationFund) concerning his or her age, investment objectives, other investments, financial situation and needs, needs and any other information known to Selected Dealerthe Broker, or person associated with Selected Dealerthe Broker, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the restrictions on transferability of the Shares, (E) the background and qualifications of Crescent Cap NT Advisors, LLC (the Adviser “Advisor”) or the persons responsible for directing and managing the Corporation, Fund and (EF) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer The Broker further represents, warrants and covenants that Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealerthe Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, maintained or accounts hereafter established. Selected Dealer agrees The Broker will sell Class S Shares, Class D Shares and Class I Shares only to retain the extent approved by the Intermediary Manager as set forth on Schedule I to this Agreement, and to the extent approved to sell Class D Shares and Class I Shares pursuant to this Agreement, sell such documents Shares only to those persons who are eligible to purchase Class D Shares and records Class I Shares as described in Selected Dealer’s records for a period the Prospectus. Nothing contained in this Agreement shall be construed to impose upon the Fund or the Intermediary Manager the responsibility of six years from assuring that prospective investors meet the date suitability standards in accordance with the terms and provisions of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agencyProspectus. Selected Dealer Broker shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected DealerXxxxxx’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. The Broker agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA, and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six (6) years from the date of the sale of the Shares. The Broker further agrees to make the Suitability Records available to the Intermediary Manager and the Fund upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Broker’s receipt of a subpoena or other appropriate document request from such agency. [Any relevant jurisdictional selling restrictions to be added as applicable.] The Broker further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus.

Limitation of Offer; Suitability. Selected Dealer The Broker will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Managing Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Managing Dealer that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants Broker has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions (including the jurisdictions listed on Schedule III). In offering Offered Shares, Selected Dealer the Broker will comply with the provisions of the Rules set forth in the FINRA RulesManual, Exchange Act Rule 15l-1 (“Regulation Best Interest”), as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Article III.C and Article III.E of the Omnibus Guidelines Statement of Policy of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”) adopted on March 29, 1992 and as amended on May 7, 2007. Selected Dealer Nothing contained in this section shall be construed to relieve the Broker of its suitability obligations under Regulation Best Interest, FINRA Rule 2111 or FINRA Rule 2310. The Broker further represents, warrants and covenants that neither Selected DealerBroker, nor any person associated with Selected Dealerthe Broker, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA Rulesrules. Selected Dealer The Broker agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the CommissionSEC, any state securities commission, FINRA or the CorporationCompany) concerning his or her age, investment objectives, other investments, financial situation and needs, needs and any other information known to Selected Dealerthe Broker, or person associated with Selected Dealerthe Broker, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser Advisor or the persons responsible for directing and managing the Corporation, Company and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer The Broker further represents, warrants and covenants that Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealerthe Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, maintained or accounts hereafter established. Selected The Broker will sell Class S shares, Class D shares and Class I shares only to the extent approved by the Managing Dealer agrees as set forth on Schedule I to retain this Agreement, and to the extent approved to sell Class D shares and Class I shares pursuant to this Agreement, sell such documents shares only to those persons who are eligible to purchase Class D shares and records Class I shares as described in Selected Dealer’s records for a period the Prospectus. Nothing contained in this Agreement shall be construed to impose upon the Company or the Managing Dealer the responsibility of six years from assuring that prospective investors meet the date suitability standards in accordance with the terms and provisions of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agencyProspectus. Selected Dealer Broker shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected DealerBxxxxx’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. The Broker agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA, and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six (6) years from the date of the sale of the Shares. The Broker further agrees to make the Suitability Records available to the Managing Dealer and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Broker’s receipt of a subpoena or other appropriate document request from such agency. [Any relevant jurisdictional selling restrictions to be added as applicable.] The Broker further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus.

Limitation of Offer; Suitability. Selected (a) The Dealer will offer Offered Shares Units (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus Memorandum, this Agreement or in any suitability letter or memorandum sent to it by the Corporation Partnership or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Offered Shares Units are qualified for sale under the respective securities laws of such jurisdiction or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business Units in such jurisdictionjurisdictions (including the jurisdictions listed on Schedule III). In offering Offered SharesUnits, Selected the Dealer will comply with the provisions of the Rules set forth in the FINRA RulesManual, Regulation Best Interest, as well as all other applicable rules and regulations relating to suitability of investors. Selected Nothing contained in this section shall be construed to relieve the Dealer further representsof its suitability obligations under Regulation Best Interest or FINRA Rule 2111. The Dealer will sell Class S Units, warrants Class D Units and covenants that neither Selected DealerClass I Units only to the extent approved by the Dealer Manager as set forth on Schedule I to this Agreement, nor any person associated with Selected Dealerand to the extent approved to sell Class S Units, shall offer or Class D Units and Class I Units pursuant to this Agreement, sell Offered Shares in any jurisdiction except such units only to investors those persons who satisfy the investor suitability standards are eligible to purchase Class S Units, Class D Units and minimum investment requirements under the most restrictive of the following: (a) applicable provisions Class I Units as described in the Prospectus, including minimum income and net worth standards; (b) applicable laws Memorandum. Nothing contained in this Agreement shall be construed to impose upon any BXPE Party the responsibility of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, assuring that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, prospective Investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountMemorandum. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected The Dealer shall not purchase any Offered Shares Units for a discretionary account without obtaining the prior written approval of Selected the Dealer’s customer Customer and his or her signature on a such Customer’s completed and executed Subscription Agreement.

Limitation of Offer; Suitability. Selected The Shares have been registered or otherwise qualified for offer or sale only in the United States. In connection with an Offering, Participating Broker-Dealer shall not approach or contact any prospective investor that is located outside of the United States without the prior written consent of the Dealer Manager. Shares are available for purchase by persons meeting the suitability standards described in the Private Placement Memorandum. Participating Broker-Dealer will offer Offered Shares only to persons who meet the respective suitability standards standards, minimum investment requirements, and investor qualifications for the Shares as set forth in the Prospectus Private Placement Memorandum and in accordance with the offering and conditions contained therein, or in any suitability letter or memorandum sent to it by the Corporation Trust or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not requiredManager. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected and the Dealer Manager’s written consent for Participating Broker-Dealer to offer Shares in such jurisdiction. Participating Broker-Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected Participating Broker-Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Participating Broker-Dealer will comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected Participating Broker-Dealer acknowledges and agrees that the marketing of Shares to “U.S. persons” (as defined in Regulation S under the Securities Act) will rely on Rule 506(b) under Regulation D under the Securities Act as a safe harbor from registration under Securities Act. The Participating Broker-Dealer represents, warrants and covenants that it will not offer or sell Shares by means of any form of “general solicitation” or “general advertising” (within the meaning of Rule 502(c) of Regulation D under the Securities Act), including but not limited to (A) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio and (B) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. Participating Broker-Dealer further represents, warrants and covenants that neither Selected Participating Broker-Dealer, nor any person associated with Selected Participating Broker-Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the ProspectusPrivate Placement Memorandum, including minimum income and net worth standardsstatus as an “accredited investor”; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Participating Broker-Dealer further represents, warrants and covenants that Selected Participating Broker-Dealer, or a person associated with Selected Participating Broker-Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Participating Broker-Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Participating Broker-Dealer agrees to retain such documents and records in Selected Participating Broker-Dealer’s records for a period of six (6) years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation Trust upon request, and (ii) representatives of the CommissionSEC, FINRA and applicable state securities administrators upon Selected Participating Broker-Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Participating Broker-Dealer further represents, warrants and covenants that it will notify Dealer Manager in writing if an investment in the Shares becomes no longer suitable or appropriate for a proposed investor prior to the acceptance of the order by the Trust. Participating LEGAL02/43103834v6 Broker-Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Participating Broker-Dealer’s customer and his or her signature on a Subscription Agreement.

Limitation of Offer; Suitability. Selected Dealer The Broker will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Managing Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Managing Dealer that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants Broker has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions (including the jurisdictions listed on Schedule III). In offering Offered Shares, Selected Dealer the Broker will comply with the provisions of the Rules set forth in the FINRA RulesManual, Exchange Act Rule 15l-1 (“Regulation Best Interest”), as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Article III.C and Article III.E of the Omnibus Guidelines Statement of Policy of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”) adopted on March 29, 1992 and as amended on May 7, 2007. Selected Dealer Nothing contained in this section shall be construed to relieve the Broker of its suitability obligations under Regulation Best Interest, FINRA Rule 2111 or FINRA Rule 2310. The Broker further represents, warrants and covenants that neither Selected DealerBroker, nor any person associated with Selected Dealerthe Broker, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA Rulesrules. Selected Dealer The Broker agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the CommissionSEC, any state securities commission, FINRA or the CorporationCompany) concerning his or her age, investment objectives, other investments, financial situation and needs, needs and any other information known to Selected Dealerthe Broker, or person associated with Selected Dealerthe Broker, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser Advisor or the persons responsible for directing and managing the Corporation, Company and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer The Broker further represents, warrants and covenants that Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealerthe Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, maintained or accounts hereafter established. Selected The Broker will sell Class S shares, Class D shares, and Class I shares only to the extent approved by the Managing Dealer agrees as set forth on Schedule I to retain this Agreement, and to the extent approved to sell Class D shares and Class I shares pursuant to this Agreement, sell such documents shares only to those persons who are eligible to purchase Class D shares and records Class I shares as described in Selected Dealer’s records for a period the Prospectus. Nothing contained in this Agreement shall be construed to impose upon the Company or the Managing Dealer the responsibility of six years from assuring that prospective investors meet the date suitability standards in accordance with the terms and provisions of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agencyProspectus. Selected Dealer Broker shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected DealerBxxxxx’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. The Broker agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA, and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six (6) years from the date of the sale of the Shares. The Broker further agrees to make the Suitability Records available to the Managing Dealer and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Broker’s receipt of a subpoena or other appropriate document request from such agency. The Broker further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus.

Limitation of Offer; Suitability. Selected Dealer Xxxxxxx Xxxxx will offer Offered Shares only to persons who meet the suitability standards financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Dealer Xxxxxxx Xxxxx will comply with the provisions of the Rules set forth in the FINRA RulesManual, as well as all other applicable rules and regulations relating to suitability of investorsinvestors and the suitability determination requirements set forth in the Prospectus. Selected Dealer further represents, warrants Xxxxxxx Xxxxx will sell Class I Shares only to the extent permitted by this Agreement and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered only to those persons who are eligible to purchase Class I Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions as described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Nothing contained in this Selected Dealer agrees Agreement shall be construed to ensure that, in recommending impose upon the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA Company or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, Dealer Manager the responsibility of assuring that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, prospective investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountProspectus. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer Xxxxxxx Xxxxx shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s Xxxxxxx Xxxxx'x customer and his or her signature on such customer's completed and executed Order Form. Xxxxxxx Xxxxx agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA and (c) the Statement of Policy Regarding Real Estate Investment Trusts, as revised and adopted by the membership of the North American Securities Administrators Association, including the requirement to maintain records (the "Suitability Records") of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a Subscription Agreementperiod of six years from the date of the sale of the Shares.

Limitation of Offer; Suitability. Selected Dealer The Broker will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation or Company or, at the Dealer Manager request of the Company, the Intermediary Manager, and will only make offers to persons in the jurisdictions in which it is advised in writing by the Company that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants Broker has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions (including the jurisdictions listed on Schedule III). In offering Offered Shares, Selected Dealer the Broker will comply with the provisions of the Rules set forth in the FINRA RulesManual, Regulation Best Interest, as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Article III.C and Article III.E of the Omnibus Guidelines Statement of Policy of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”) adopted on March 29, 1992 and as amended on May 7, 2007. Selected Dealer Nothing contained in this section shall be construed to relieve the Broker of its suitability obligations under Regulation Best Interest, FINRA Rule 2111 or FINRA Rule 2310. The Broker further represents, warrants and covenants that neither Selected DealerBroker, nor any person associated with Selected Dealerthe Broker, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA Rulesrules. Selected Dealer The Broker agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the CommissionSEC, any state securities commission, FINRA or the CorporationCompany) concerning his or her age, investment objectives, other investments, financial situation and needs, needs and any other information known to Selected Dealerthe Broker, or person associated with Selected Dealerthe Broker, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, Company and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer The Broker further represents, warrants and covenants that Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealerthe Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, maintained or accounts hereafter established. Selected Dealer agrees The Broker will sell Class S shares, Class D shares and Class I shares only to retain the extent approved by the Company as set forth on Schedule I to this Agreement, and to the extent approved to sell Class D shares and Class I shares pursuant to this Agreement, sell such documents shares only to those persons who are eligible to purchase Class D shares and records Class I shares as described in Selected Dealer’s records for a period the Prospectus. Nothing contained in this Agreement shall be construed to impose upon the Company or the Intermediary Manager the responsibility of six years from assuring that prospective investors meet the date suitability standards in accordance with the terms and provisions of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agencyProspectus. Selected Dealer Broker shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected DealerXxxxxx’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. The Broker agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA, and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six (6) years from the date of the sale of the Shares. The Broker further agrees to make the Suitability Records available to the Intermediary Manager and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Broker’s receipt of a subpoena or other appropriate document request from such agency. [Any relevant jurisdictional selling restrictions to be added as applicable.] The Broker further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus.

Limitation of Offer; Suitability. Selected (a) The Dealer will offer Offered Shares Units (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus Memorandum, this Agreement or in any suitability letter or memorandum sent to it by the Corporation Partnership or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Offered Shares Units are qualified for sale under the respective securities laws of such jurisdiction or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business Units in such jurisdictionjurisdictions (including the jurisdictions listed on Schedule III). In offering Offered SharesUnits, Selected the Dealer will comply with the provisions of the Rules set forth in the FINRA RulesManual, Regulation Best Interest, as well as all other applicable rules and regulations relating to suitability of investors. Selected Nothing contained in this section shall be construed to relieve the Dealer further representsof its suitability obligations under Regulation Best Interest or FINRA Rule 2111. The Dealer will sell Class S Units, warrants Class D Units and covenants that neither Selected DealerClass I Units only to the extent approved by the Dealer Manager as set forth on Schedule I to this Agreement, nor any person associated with Selected Dealerand to the extent approved to sell Class S Units, shall offer or Class D Units and Class I Units pursuant to this Agreement, sell Offered Shares in any jurisdiction except such units only to investors those persons who satisfy the investor suitability standards are eligible to purchase Class S Units, Class D Units and minimum investment requirements under the most restrictive of the following: (a) applicable provisions Class I Units as described in the Prospectus, including minimum income and net worth standards; (b) applicable laws Memorandum. Nothing contained in this Agreement shall be construed to impose upon any BXINFRA Party the responsibility of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, assuring that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, prospective Investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountMemorandum. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected The Dealer shall not purchase any Offered Shares Units for a discretionary account without obtaining the prior written approval of Selected the Dealer’s customer Customer and his or her signature on a such Customer’s completed and executed Subscription Agreement.

Limitation of Offer; Suitability. Selected The Shares shall only be offered or sold in the United States. In connection with an Offering, Participating Broker-Dealer shall not approach or contact any prospective investor that is located outside of the United States without the prior written consent of the Dealer Manager. Shares are available for purchase by persons meeting the suitability standards described in the Private Placement Memorandum. Participating Broker-Dealer will offer Offered Shares only to persons who meet the respective suitability standards standards, minimum investment requirements, and investor qualifications for the Shares as set forth in the Prospectus Private Placement Memorandum and in accordance with the offering and conditions contained therein, or in any suitability letter or memorandum sent to it by the Corporation Trust or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not requiredManager. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected and the Dealer Manager’s written consent for Participating Broker-Dealer to offer Shares in such jurisdiction. Participating Broker-Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected Participating Broker-Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Participating Broker-Dealer will comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected Participating Broker-Dealer acknowledges and agrees that the marketing of Shares to “U.S. persons” (as defined in Regulation S under the Securities Act) will rely on Rule 506(b) under Regulation D under the Securities Act as a safe harbor from registration under Securities Act. The Participating Broker-Dealer represents, warrants and covenants that it will not offer or sell Shares by means of any form of “general solicitation” or “general advertising” (within the meaning of Rule 502(c) of Regulation D under the Securities Act), including but not limited to (A) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio and (B) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. Participating Broker-Dealer further represents, warrants and covenants that neither Selected Participating Broker-Dealer, nor any person associated with Selected Participating Broker-Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the ProspectusPrivate Placement Memorandum, including minimum income and net worth standardsstatus as an “accredited investor”; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Participating Broker-Dealer further represents, warrants and covenants that Selected Participating Broker-Dealer, or a person associated with Selected Participating Broker-Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Participating Broker-Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Participating Broker-Dealer agrees to retain such documents and records in Selected Participating Broker-Dealer’s records for a period of six (6) years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII XIII below and to make such documents and records available to (i) the Dealer Manager and the Corporation Trust upon request, and (ii) representatives of the CommissionSEC, FINRA and applicable state securities administrators upon Selected Participating Broker-Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Participating Broker-Dealer further represents, warrants and covenants that it will notify Dealer Manager in writing if an investment in the Shares becomes no longer suitable or appropriate for a proposed investor prior to the acceptance of the order by the Trust. Participating Broker-Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Participating Broker-Dealer’s customer and his or her signature on a Subscription Agreement.

Limitation of Offer; Suitability. Selected Dealer The Broker will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Intermediary Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Company that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants Broker has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions (including the jurisdictions listed on Schedule III). In offering Offered Shares, Selected Dealer the Broker will comply with the provisions of the Rules set forth in the FINRA RulesManual, Regulation Best Interest, as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Article III.C and Article III.E of the Omnibus Guidelines Statement of Policy of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”) adopted on March 29, 1992 and as amended on May 7, 2007. Selected Dealer Nothing contained in this section shall be construed to relieve the Broker of its suitability obligations under Regulation Best Interest, FINRA Rule 2111 or FINRA Rule 2310. The Broker further represents, warrants and covenants that neither Selected DealerBroker, nor any person associated with Selected Dealerthe Broker, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA Rulesrules. Selected Dealer The Broker agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the CommissionSEC, any state securities commission, FINRA or the CorporationCompany) concerning his or her age, investment objectives, other investments, financial situation and needs, needs and any other information known to Selected Dealerthe Broker, or person associated with Selected Dealerthe Broker, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, Company and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer The Broker further represents, warrants and covenants that Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealerthe Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, maintained or accounts hereafter established. Selected Dealer agrees The Broker will sell Class S shares, Class D shares and Class I shares only to retain the extent approved by the Company as set forth on Schedule I to this Agreement, and to the extent approved to sell Class D shares and Class I shares pursuant to this Agreement, sell such documents shares only to those persons who are eligible to purchase Class D shares and records Class I shares as described in Selected Dealer’s records for a period the Prospectus. Nothing contained in this Agreement shall be construed to impose upon the Company or the Intermediary Manager the responsibility of six years from assuring that prospective investors meet the date suitability standards in accordance with the terms and provisions of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agencyProspectus. Selected Dealer Broker shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected DealerXxxxxx’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. The Broker agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA, and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six (6) years from the date of the sale of the Shares. The Broker further agrees to make the Suitability Records available to the Intermediary Manager and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Broker’s receipt of a subpoena or other appropriate document request from such agency. [Any relevant jurisdictional selling restrictions to be added as applicable.] The Broker further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus.

Limitation of Offer; Suitability. Selected Participating Dealer will offer Offered Shares only to persons who meet the suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Participating Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected the Participating Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Participating Dealer will comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected Participating Dealer further represents, warrants and covenants that neither Selected Participating Dealer, nor any person associated with Selected Participating Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a1) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b2) applicable laws of the jurisdiction of which such investor is a resident; or (c3) applicable FINRA Rules. Selected Participating Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Participating Dealer, or a person associated with Selected Participating Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the CorporationCompany) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Participating Dealer, or person associated with Selected Participating Dealer, that (iA) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (iiB) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iiiC) the investor has an apparent understanding of (Ai) the fundamental risks of the investment, (Bii) the risk that the investor may lose his entire investment in the Offered Shares, (Ciii) the lack of liquidity of the Offered Shares, (Div) the background and qualifications restrictions on transferability of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a Subscription Agreement.,

Limitation of Offer; Suitability. Selected Dealer Selling Agent will offer Offered Shares Preferred Stock only to persons who meet the respective suitability standards for the Preferred Stock as set forth in the Prospectus and in accordance with the offering and conditions contained therein, or in any suitability letter or memorandum sent to it by the Corporation Fund or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Offered Shares are Preferred Stock is qualified for sale or that such qualification is not required. Preferred Stock is available for purchase by persons meeting the suitability standards described in the Prospectus. Notwithstanding the qualification of the Offered Shares Preferred Stock for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer Selling Agent represents, warrants and covenants that it will not offer Offered Shares Preferred Stock and will not permit any of its registered representatives to offer Offered Shares Preferred Stock in any jurisdiction unless both Selected Dealer Selling Agent and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered SharesPreferred Stock, Selected Dealer Selling Agent will comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer Selling Agent further represents, warrants and covenants that neither Selected DealerSelling Agent, nor any person associated with Selected DealerSelling Agent, shall offer or sell Offered Shares Preferred Stock in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer Selling Agent agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares Preferred Stock to an investor, Selected DealerSelling Agent, or a person associated with Selected DealerSelling Agent, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the CommissionSEC, any state securities commission, FINRA or the CorporationFund) concerning his or her age, investment objectives, investment experience, income, net worth, other investments, financial situation and needs, and any other information known to Selected DealerSelling Agent, or a person associated with Selected DealerSelling Agent, that (i) the investor can reasonably benefit from an investment in the Offered Shares Preferred Stock based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Offered SharesPreferred Stock, (C) the lack of liquidity of the Offered SharesPreferred Stock, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the CorporationFund, and (E) the tax consequences of an investment in the Offered SharesPreferred Stock, provided, however, that for institutional accounts within the meaning of FINRA Rule 2111, the Selling Agent will ensure compliance with the requirements of Rule 2111 and any applicable state law with respect to institutional accounts. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares Preferred Stock or by the beneficiary of such fiduciary account. Selected Dealer Selling Agent further represents, warrants and covenants that Selected DealerSelling Agent, or a person associated with Selected DealerSelling Agent, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares Preferred Stock of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares Preferred Stock pursuant to a subscription solicited by Selected DealerSelling Agent, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer Selling Agent agrees to retain such documents and records in Selected DealerSelling Agent’s records for a period of six years from the date of the applicable sale of Offered SharesPreferred Stock, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation Fund upon request, and (ii) representatives of the CommissionSEC, FINRA and applicable state securities administrators upon Selected DealerSelling Agent’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Selling Agent further represents, warrants and covenants that it will notify Dealer Manager in writing if an investment in the Preferred Stock becomes no longer suitable or appropriate for a proposed investor prior to the acceptance of the order by the Fund. Selling Agent shall not purchase any Offered Shares Preferred Stock for a discretionary account without obtaining the prior written approval of Selected DealerSelling Agent’s customer and his or her signature on a Subscription Agreementan Investor Application.

Limitation of Offer; Suitability. Selected (a) Dealer will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who Dealer reasonably believes meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale required and in any respective jurisdiction (or the exemption therefrom), Selected which Dealer represents, warrants has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered shares in such jurisdictions. The Dealer Manager acknowledges that pending qualification where needed, Dealer intends to offer Shares in all 50 states, the District of Columbia and Puerto Rico. The Dealer Manager will promptly notify Dealer in writing if any jurisdiction unless both Selected Dealer and such registered representative are duly licensed registration, qualification, or exemption ceases to transact securities business in such jurisdictionbe effective. In offering Offered Shares, Selected Dealer will comply with the provisions of the Rules set forth in the FINRA RulesManual, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants including without limitation, the provisions of Article III.C and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive Article III.E.1 of the following: Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (a) applicable provisions the “NASAA Guidelines”). Nothing contained in this section shall be construed to relieve Dealer of its suitability obligations under FINRA Rule 2111 or FINRA Rule 2310. Dealer will sell Class T shares, Class S shares, Class D shares and/or Class I shares only to the extent approved by the Dealer Manager as set forth on Exhibit A to this Agreement. To the extent approved to sell Class D shares and/or Class I shares pursuant to this Agreement, Dealer will sell such shares only to those persons who are eligible to purchase Class D shares and Class I shares as described in the Prospectus. Nothing contained in this Agreement shall be construed to impose upon the Company, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA Advisor or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, Dealer Manager the responsibility of assuring that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, prospective investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountProspectus. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement.

Limitation of Offer; Suitability. Selected Participating Broker-Dealer will offer Offered Shares only to persons who meet the respective suitability standards for the Offered Shares as set forth in the Prospectus and in accordance with the offering and conditions contained therein, or in any suitability letter or memorandum sent to it by the Corporation or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not required. Offered Shares are available for purchase by persons meeting the suitability standards described in the Prospectus. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Participating Broker-Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected Participating Broker-Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Participating Broker-Dealer will comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected Participating Broker-Dealer further represents, warrants and covenants that neither Selected Participating Broker-Dealer, nor any person associated with Selected Participating Broker-Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Participating Broker-Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Participating Broker-Dealer, or a person associated with Selected Participating Broker-Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the CommissionSEC, any state securities commission, FINRA or the Corporation) concerning his or her age, investment objectives, investment experience, income, net worth, other investments, financial situation and needs, and any other information known to Selected Participating Broker-Dealer, or person associated with Selected Participating Broker-Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares, provided, however, that for institutional accounts within the meaning of FINRA Rule 2111, the Participating Broker-Dealer will ensure compliance with the requirements of Rule 2111 and any applicable state law with respect to institutional accounts. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Participating Broker-Dealer further represents, warrants and covenants that Selected Participating Broker-Dealer, or a person associated with Selected Participating Broker-Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Participating Broker-Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Participating Broker-Dealer agrees to retain such documents and records in Selected Participating Broker-Dealer’s records for a period of six (6) years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the CommissionSEC, FINRA and applicable state securities administrators upon Selected Participating Broker-Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Participating Broker-Dealer further represents, warrants and covenants that it will notify Dealer Manager in writing if an investment in the Offered Shares becomes no longer suitable or appropriate for a proposed investor prior to the acceptance of the order by the Corporation. Participating Broker-Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Participating Broker-Dealer’s customer and his or her signature on a Subscription Agreement.

Limitation of Offer; Suitability. Selected Participating Dealer will offer Offered Shares only to persons who meet the suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Participating Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected the Participating Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered TP Flexible Income Fund, Inc. Dealer Manager Agreement Shares, Selected Participating Dealer will comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected Participating Dealer further represents, warrants and covenants that neither Selected Participating Dealer, nor any person associated with Selected Participating Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a1) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b2) applicable laws of the jurisdiction of which such investor is a resident; or (c3) applicable FINRA Rules. Selected Participating Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Participating Dealer, or a person associated with Selected Participating Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the CorporationCompany) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Participating Dealer, or person associated with Selected Participating Dealer, that (iA) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (iiB) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iiiC) the investor has an apparent understanding of (Ai) the fundamental risks of the investment, (Bii) the risk that the investor may lose his entire investment in the Offered Shares, (Ciii) the lack of liquidity of the Offered Shares, (Div) the restrictions on transferability of the Offered Shares, (v) the background and qualifications of the Adviser Company’s sponsor or the persons responsible for directing and managing the CorporationCompany, and (Evi) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Participating Dealer further represents, warrants and covenants that Selected Participating Dealer, or a person associated with Selected Participating Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Participating Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Participating Dealer agrees to retain such documents and records in Selected Participating Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII X below and to make such documents and records available to (i) the Dealer Manager and the Corporation Company upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Participating Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Participating Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Participating Dealer’s customer and his or her signature on a Subscription Agreement.

Limitation of Offer; Suitability. Selected The Dealer will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions. In offering Offered Shares, Selected the Dealer will comply with the provisions of the Rules set forth in the FINRA RulesManual, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants including without limitation, the provisions of Article III.C and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive Article III.E.1 of the following: Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (a) applicable provisions the “NASAA Guidelines”). Nothing contained in this section shall be construed to relieve Dealer of its suitability obligations under FINRA Rule 2111 or FINRA Rule 2310. The Dealer will sell Class T shares, Class S shares, Class D shares and Class I shares only to the extent approved by the Dealer Manager as set forth on Schedule I to this Agreement, and to the extent approved to sell Class T shares, Class S shares, Class D shares and Class I shares pursuant to this Agreement, sell such shares only to those persons who are eligible to purchase ACTIVE\1601796225.2 Class T shares, Class S shares, Class D shares and Class I shares as described in the Prospectus, including minimum income . Nothing contained in this Selected Dealer Agreement shall be construed to impose upon the Company or the Dealer Manager the responsibility of assuring that prospective investors meet the suitability standards in accordance with the terms and net worth standards; (b) applicable laws provisions of the jurisdiction of which such Prospectus, nor will anything contained herein be construed to establish that any investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk customer of the investment based on the investor’s overall financial situationDealer Manager, and (iii) the investor has an apparent understanding including for purposes of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered SharesRegulation Best Interest. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. The Dealer agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six years from the date of the sale of the Shares. The Dealer further agrees to make the Suitability Records available to the Dealer Manager and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Dealer’s receipt of a subpoena or other appropriate document request from such agency. The Dealer further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus.

Limitation of Offer; Suitability. Selected The Dealer will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions (including the jurisdictions listed on Schedule III). In offering Offered Shares, Selected the Dealer will comply with the provisions of the Rules set forth in the FINRA RulesManual, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants including without limitation, the provisions of Article III.C and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive Article III.E.1 of the following: Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (a) applicable provisions the “NASAA Guidelines”). Nothing contained in this section shall be construed to relieve Broker of its suitability obligations under FINRA Rule 2111 or FINRA Rule 2310. The Dealer will sell Class T shares, Class S shares, Class D shares and Class I shares only to the extent approved by the Dealer Manager as set forth on Schedule I to this Agreement, and to the extent approved to sell Class D shares and Class I shares pursuant to this Agreement, sell such shares only to those persons who are eligible to purchase Class D shares and Class I shares as described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Nothing contained in this Selected Dealer agrees Agreement shall be construed to ensure that, in recommending impose upon the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA Company or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, Dealer Manager the responsibility of assuring that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, prospective investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountProspectus. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. The Dealer agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six years from the date of the sale of the Shares. The Dealer further agrees to make the Suitability Records available to the Dealer Manager and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Dealer’s receipt of a subpoena or other appropriate document request from such agency. The Dealer shall not offer or sell the Shares in Israel other than as permitted pursuant to applicable private placement exemptions to “qualified investors” described in the first addendum to the Israeli Securities Law 1968. The Dealer further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus.

Limitation of Offer; Suitability. Selected Dealer will offer Offered Shares only to persons who meet the respective suitability standards for each of the Class D, Class M, Class T, Class S and Class I Offered Shares, as applicable, set forth in the Prospectus and in accordance with the offering and conditions contained therein (including the categories of eligible purchasers for each share class as described in the Prospectus), or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not required. Offered Shares are available for purchase by persons meeting the suitability standards described in the Prospectus. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Dealer will comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the CommissionSEC, any state securities commission, FINRA or the CorporationCompany) concerning his age, investment objectives, investment experience, income, net worth, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the CorporationCompany, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation Company upon request, and (ii) representatives of the CommissionSEC, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer further represents, warrants and covenants that it will notify Dealer Manager in writing if an investment in the Offered Shares becomes no longer suitable or appropriate for a proposed investor prior to the acceptance of the order by the Company. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a Subscription Agreement.

Limitation of Offer; Suitability. Selected Dealer The Broker will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Managing Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Managing Dealer that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants Broker has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions (including the jurisdictions listed on Schedule III). In offering Offered Shares, Selected Dealer the Broker will comply with the provisions of FINRA RulesRegulation Best Interest, as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of NASAA Guidelines adopted on March 29, 1992 and as amended on May 7, 2007. Selected Nothing contained in this section shall be construed to relieve the Broker of its suitability obligations under Regulation Best Interest, FINRA Rule 2111 or FINRA Rule 2310. The Broker will sell Class S shares, Class D shares and Class I shares only to the extent approved by the Managing Dealer further representsas set forth on Schedule I to this Agreement, warrants and covenants that neither Selected Dealerto the extent approved to sell Class D shares and Class I shares pursuant to this Agreement, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except such shares only to investors those persons who satisfy the investor suitability standards are eligible to purchase Class D shares and minimum investment requirements under the most restrictive of the following: (a) applicable provisions Class I shares as described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of . Nothing contained in this Agreement shall be construed to impose upon the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA Company or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, Managing Dealer the responsibility of assuring that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, prospective investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountProspectus. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer Broker shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected DealerXxxxxx’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. The Broker agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA, and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six (6) years from the date of the sale of the Shares. The Broker further agrees to make the Suitability Records available to the Managing Dealer and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Broker’s receipt of a subpoena or other appropriate document request from such agency. [Any relevant jurisdictional selling restrictions to be added as applicable.] The Broker further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus.

Limitation of Offer; Suitability. Selected Participating Dealer will offer Offered Shares only to persons who meet the suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Participating Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected the Participating Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Participating Dealer will comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected Participating Dealer further represents, warrants and covenants that neither Selected Participating Dealer, nor any person associated with Selected Participating Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a1) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b2) applicable laws of the jurisdiction of which such investor is a resident; or (c3) applicable FINRA Rules. Selected Participating Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Participating Dealer, or a person associated with Selected Participating Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the CorporationCompany) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Participating Dealer, or person associated with Selected Participating Dealer, that (iA) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (iiB) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iiiC) the investor has an apparent understanding of (Ai) the fundamental risks of the investment, (Bii) the risk that the investor may lose his entire investment in the Offered Shares, (Ciii) the lack of liquidity of the Offered Shares, (Div) the restrictions on transferability of the Offered Shares, (v) the background and qualifications of the Adviser Company’s sponsor or the persons responsible for directing and managing the CorporationCompany, and (Evi) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accountsTriton Pacific Investment Corporation, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a Subscription Agreement.Inc.

Limitation of Offer; Suitability. Selected Dealer The Broker will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who the Broker reasonably believes are “accredited investors,” as defined in Rule 501(a) of Regulation D under the Securities Act, and who meet the suitability standards financial qualifications set forth in the Prospectus Offering Memorandum, if any, or in any suitability letter or memorandum sent to it by the Corporation Company or the Managing Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required (including the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefromjurisdictions listed on Schedule III), Selected Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Dealer the Broker will comply with the provisions of the Rules set forth in the FINRA RulesManual, Exchange Act Rule 15l-1 (“Regulation Best Interest”), as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer Nothing contained in this section shall be construed to relieve the Broker of its suitability obligations under Regulation Best Interest, FINRA Rule 2111 or FINRA Rule 2310. The Broker further represents, warrants and covenants that neither Selected DealerBroker, nor any person associated with Selected Dealerthe Broker, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the ProspectusOffering Memorandum, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA Rulesrules. Selected Dealer The Broker agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the CommissionSEC, any state securities commission, FINRA or the CorporationCompany) concerning his or her age, investment objectives, other investments, financial situation and needs, needs and any other information known to Selected Dealerthe Broker, or person associated with Selected Dealerthe Broker, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser Advisor or the persons responsible for directing and managing the Corporation, Company and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer The Broker further represents, warrants and covenants that Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealerthe Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, maintained or accounts hereafter established. Selected The Broker will sell the common shares only to the extent approved by the Managing Dealer agrees as set forth on Schedule I to retain this Agreement, and sell such documents and records shares only to those persons who are eligible to purchase such shares in Selected Dealer’s records for a period of six years transactions exempt from registration under the date Securities Act under Section 4(a)(2) of the applicable sale Securities Act and Regulation D thereunder as described in the Offering Memorandum. Nothing contained in this Agreement shall be construed to impose upon the Company or the Managing Dealer the responsibility of Offered Shares, to otherwise comply assuring that prospective investors meet the suitability standards in accordance with the record keeping requirements provided in Section XII below terms and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives provisions of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agencyOffering Memorandum. Selected Dealer Broker shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected DealerXxxxxx’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. The Broker agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA. The Broker further agrees to make the Suitability Records available to the Managing Dealer and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Broker’s receipt of a subpoena or other appropriate document request from such agency. [Any relevant jurisdictional selling restrictions to be added as applicable.] The Broker further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Offering Memorandum.

Limitation of Offer; Suitability. Selected Dealer The Broker will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Managing Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Managing Dealer that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants Broker has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions (including the jurisdictions listed on Schedule III). In offering Offered Shares, Selected Dealer the Broker will comply with the provisions of the Rules set forth in the FINRA RulesManual, Exchange Act Rule 15l-1 (“Regulation Best Interest”), as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Article III.C and Article III.E of the Omnibus Guidelines Statement of Policy of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”) adopted on March 29, 1992 and as amended on May 7, 2007. Selected Dealer Nothing contained in this section shall be construed to relieve the Broker of its suitability obligations under Regulation Best Interest, FINRA Rule 2111 or FINRA Rule 2310. The Broker further represents, warrants and covenants that neither Selected DealerBroker, nor any person associated with Selected Dealerthe Broker, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA Rulesrules. Selected Dealer The Broker agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the CommissionSEC, any state securities commission, FINRA or the CorporationCompany) concerning his or her age, investment objectives, other investments, financial situation and needs, needs and any other information known to Selected Dealerthe Broker, or person associated with Selected Dealerthe Broker, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser Advisor or the persons responsible for directing and managing the Corporation, Company and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer The Broker further represents, warrants and covenants that Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealerthe Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, maintained or accounts hereafter established. Selected The Broker will sell Class S shares, Class D shares, Class F shares and Class I shares only to the extent approved by the Managing Dealer agrees as set forth on Schedule I to retain this Agreement, and to the extent approved to sell Class D shares and Class I shares pursuant to this Agreement, sell such documents shares only to those persons who are eligible to purchase Class D shares and records Class I shares as described in Selected Dealer’s records for a period the Prospectus. Nothing contained in this Agreement shall be construed to impose upon the Company or the Managing Dealer the responsibility of six years from assuring that prospective investors meet the date suitability standards in accordance with the terms and provisions of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agencyProspectus. Selected Dealer Broker shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected DealerXxxxxx’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. The Broker agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA, and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six (6) years from the date of the sale of the Shares. The Broker further agrees to make the Suitability Records available to the Managing Dealer and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Broker’s receipt of a subpoena or other appropriate document request from such agency. [Any relevant jurisdictional selling restrictions to be added as applicable.] The Broker further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus.

Limitation of Offer; Suitability. Selected The Dealer will offer Offered Shares only to persons who meet the suitability standards financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected the Dealer will comply with the provisions of the Rules set forth in the FINRA RulesManual, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants including without limitation, the provisions of Article III.C and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive Article III.E.1 of the following: Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (a) applicable provisions the “NASAA Guidelines”). The Dealer will sell Class I shares only to the extent approved by the Dealer Manager as set forth on Schedule 1 to this Agreement, and to the extent approved to sell Class I shares pursuant to this Agreement, sell such shares only to those persons who are eligible to purchase Class I shares as described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Nothing contained in this Selected Dealer agrees Agreement shall be construed to ensure that, in recommending impose upon the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA Company or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, Dealer Manager the responsibility of assuring that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, prospective investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountProspectus. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his such customer’s completed and executed Eligibility Form. The Dealer agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six years from the date of the sale of the Shares. The Dealer further agrees to make the Suitability Records available to the Dealer Manager and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Dealer’s receipt of a subpoena or her signature on a Subscription Agreementother appropriate document request from such agency.

Limitation of Offer; Suitability. Selected The Dealer will offer Offered Shares only to persons who meet the suitability standards financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions states in which it is advised in writing by the Dealer Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding In offering Shares, the qualification Dealer shall determine that the purchase of the Offered Shares is a suitable and appropriate investment for sale in each purchaser of the Shares solicited by the Dealer. The Dealer acknowledges and agrees that the Dealer Manager does not have any respective jurisdiction (or customers and that with respect to each purchaser of Shares solicited by the exemption therefrom)Dealer, Selected it shall be the sole obligation of the Dealer, and not the Dealer representsManager, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Dealer will comply with the provisions of suitability and other requirements imposed by the Prospectus, the Securities Act, the Exchange Act, applicable Blue Sky laws, and all applicable FINRA Rulesrules, including the NASD Conduct Rules set forth in the FINRA Manual, as well as all other applicable rules and regulations relating to suitability of investorsinvestors and prospectus delivery requirements, including without limitation, the provisions of Article III.C. and Article III.E.1. of the NASAA REIT Guidelines. Nothing contained in this Selected Dealer further represents, warrants and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, Agreement shall offer or sell Offered Shares in any jurisdiction except be construed to investors who satisfy impose upon the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA Company or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, Dealer Manager the responsibility of assuring that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, prospective investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountProspectus. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected the Dealer’s customer customer. The Dealer agrees to comply with the recordkeeping requirements imposed by (a) federal and his state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA and (c) the NASAA REIT Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six years from the date of the sale of the Shares. The Dealer further agrees to make the Suitability Records available to the Dealer Manager and the Company upon request and to make them available to representatives of the Commission and FINRA and applicable state securities administrators upon the Dealer’s receipt of a subpoena or her signature on a Subscription Agreementother appropriate document request from such agency.

Limitation of Offer; Suitability. Selected The Dealer will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions. In offering Offered Shares, Selected the Dealer will comply with the provisions of the Rules set forth in the FINRA Rulesmanual, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants including without limitation, the provisions of Article III.C and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive Article III.E.1 of the following: Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (a) applicable provisions the “NASAA Guidelines”). Nothing contained in this section shall be construed to relieve Dealer of its suitability obligations under FINRA Rule 2111 or FINRA Rule 2310. The Dealer will sell Class T shares, Class S shares, Class D shares and Class I shares only to the extent approved by the Dealer Manager as set forth on Schedule I to this Agreement, and to the extent approved to sell Class T shares, Class S shares, Class D shares and Class I shares pursuant to this Agreement, sell such shares only to those persons who are eligible to purchase Class T shares, Class S shares, Class D shares and Class I shares as described in the Prospectus. Shares are suitable only as a long-term investment for persons of adequate financial means who do not need near-term liquidity from their investment, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered will only sell Shares to an investor, Selected Dealer, or investors that the Dealer reasonably determines are able to hold such Shares as a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained long-term investment and do not need liquidity from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, that (i) the investor can reasonably benefit from an such investment in the Offered Shares based on near future. Nothing contained in this Agreement shall be construed to impose upon the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser Company or the persons responsible for directing and managing Dealer Manager the Corporation, and (E) the tax consequences responsibility of an investment in the Offered Shares. In the case of sales to fiduciary accounts, assuring that prospective investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountProspectus. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected The Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected the Dealer’s customer and his or her signature on a Subscription Agreement.such customer’s completed and executed Subscription

Limitation of Offer; Suitability. Selected Dealer The Broker will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Distribution Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Distribution Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants Broker has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions (including the jurisdictions listed on Schedule III). In offering Offered Shares, Selected Dealer the Broker will comply with the provisions of the rules set forth in the FINRA RulesManual, Exchange Act Rule 15l-1 (“Regulation Best Interest”), as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Article III.C and Article III.E of the Omnibus Guidelines Statement of Policy of the North American Securities Administrators Association, Inc. (the “Omnibus Guidelines”) adopted on March 29, 1992 and as amended on May 7, 2007. Selected Dealer Nothing contained in this section shall be construed to relieve the Broker of its suitability obligations under Regulation Best Interest, FINRA Rule 2111 or FINRA Rule 2310. The Broker further represents, warrants and covenants that neither Selected Dealerthe Broker, nor any person associated with Selected Dealerthe Broker, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA Rulesrules. Selected Dealer The Broker agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the CommissionSEC, any state securities commission, FINRA or the CorporationCompany) concerning his or her age, investment objectives, other investments, financial situation and needs, needs and any other information known to Selected Dealerthe Broker, or person associated with Selected Dealerthe Broker, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, Company and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Dealer The Broker further represents, warrants and covenants that Selected Dealerthe Broker, or a person associated with Selected Dealerthe Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealerthe Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, maintained or accounts hereafter established. Selected Dealer agrees The Broker will sell Class S shares, Class D shares and Class I shares only to retain the extent approved by the Distribution Manager as set forth on Schedule I to this Agreement, and to the extent approved to sell Class D shares and Class I shares pursuant to this Agreement, sell such documents shares only to those persons who are eligible to purchase Class D shares and records Class I shares as described in Selected Dealer’s records for a period the Prospectus. Nothing contained in this Agreement shall be construed to impose upon the Company or the Distribution Manager the responsibility of six years from assuring that prospective investors meet the date suitability standards in accordance with the terms and provisions of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agencyProspectus. Selected Dealer The Broker shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealerthe Broker’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. The Broker agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA, and (c) the Omnibus Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six (6) years from the date of the sale of the Shares. The Broker further agrees to make the Suitability Records available to the Distribution Manager and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Broker’s receipt of a subpoena or other appropriate document request from such agency. [Any relevant jurisdictional selling restrictions to be added as applicable.] The Broker further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus.

Limitation of Offer; Suitability. Selected Participating Dealer will offer Offered Shares only to persons who meet the suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Company or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Participating Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected the Participating Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Participating Dealer will comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected Participating Dealer further represents, warrants and covenants that neither Selected Participating Dealer, nor any person associated with Selected Participating Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a1) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b2) applicable laws of the jurisdiction of which such investor is a resident; or (c3) applicable SEC and FINRA Rules, including, without limitation, Rule 15l-1under the Exchange Act (“Regulation Best Interest”). Selected Participating Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Participating Dealer, or a person associated with Selected Participating Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the CorporationCompany) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Participating Dealer, or person associated with Selected Participating Dealer, that (iA) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (iiB) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iiiC) the investor has an apparent understanding of (Ai) the fundamental risks of the investment, (Bii) the risk that the investor may lose his entire investment in the Offered Shares, (Ciii) the lack of liquidity of the Offered Shares, (Div) the restrictions on transferability of the Offered Shares, (v) the background and qualifications of the Adviser Company’s sponsor or the persons responsible for directing and managing the CorporationCompany, and (Evi) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Participating Dealer further represents, warrants and covenants that Selected Participating Dealer, or a person associated with Selected Participating Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Participating Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Participating Dealer agrees to retain such documents and records in Selected Participating Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII X below and to make such documents and records available to (i) the Dealer Manager and the Corporation Company upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Participating Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Participating Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Participating Dealer’s customer and his or her signature on a Subscription Agreement.

Limitation of Offer; Suitability. Selected The Shares have been registered or otherwise qualified for offer or sale only in the United States. In connection with an Offering, Participating Broker-Dealer shall not approach or contact any prospective investor that is located outside of the United States without the prior written consent of the Dealer Manager. Shares are available for purchase by persons meeting the suitability standards described in the Private Placement Memorandum. Participating Broker-Dealer will offer Offered Shares only to persons who meet the respective suitability standards standards, minimum investment requirements, and investor qualifications for the Shares as set forth in the Prospectus Private Placement Memorandum and in accordance with the offering and conditions contained therein, or in any suitability letter or memorandum sent to it by the Corporation Trust or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing that the Offered Shares are qualified for sale or that such qualification is not requiredManager. Notwithstanding the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected and the Dealer Manager’s written consent for Participating Broker-Dealer to offer Shares in such jurisdiction. Participating Broker-Dealer represents, warrants and covenants that it will not offer Offered Shares and will not permit any of its registered representatives to offer Offered Shares in any jurisdiction unless both Selected Participating Broker-Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Offered Shares, Selected Participating Broker-Dealer will comply with the provisions of FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors. Selected Participating Broker-Dealer acknowledges and agrees that the marketing of Shares to “U.S. persons” (as defined in Regulation S under the Securities Act) will rely on Rule 506(b) under Regulation D under the Securities Act as a safe harbor from registration under Securities Act. The Participating Broker-Dealer represents, warrants and covenants that it will not offer or sell Shares by means of any form of “general solicitation” or “general advertising” (within the meaning of Rule 502(c) of Regulation D under the Securities Act), including but not limited to (A) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio and (B) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. Participating Broker-Dealer further represents, warrants and covenants that neither Selected Participating Broker-Dealer, nor any person associated with Selected Participating Broker-Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the ProspectusPrivate Placement Memorandum, including minimum income and net worth standardsstatus as an “accredited investor”; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Offered Shares or by the beneficiary of such fiduciary account. Selected Participating Broker-Dealer further represents, warrants and covenants that Selected Participating Broker-Dealer, or a person associated with Selected Participating Broker-Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Participating Broker-Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Participating Broker-Dealer agrees to retain such documents and records in Selected Participating Broker-Dealer’s records for a period of six (6) years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation Trust upon request, and (ii) representatives of the CommissionSEC, FINRA and applicable state securities administrators upon Selected Participating Broker-Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Participating Broker-Dealer further represents, warrants and covenants that it will notify Dealer Manager in writing if an investment in the Shares becomes no longer suitable or appropriate for a proposed investor prior to the acceptance of the order by the Trust. Participating Broker-Dealer shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Participating Broker-Dealer’s customer and his or her signature on a Subscription Agreement.

Limitation of Offer; Suitability. Selected Dealer The Broker will offer Offered Shares (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Corporation Fund or the Dealer Intermediary Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Intermediary Manager that the Offered Shares are qualified for sale or that such qualification is not required. Notwithstanding required and in which the qualification of the Offered Shares for sale in any respective jurisdiction (or the exemption therefrom), Selected Dealer represents, warrants Broker has all required licenses and covenants that it will not offer Offered Shares and will not permit any of its registered representatives registrations to offer Offered Shares in any jurisdiction unless both Selected Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionjurisdictions (including the jurisdictions listed on Schedule III). In offering Offered Shares, Selected Dealer the Broker will comply with the provisions of the Rules set forth in the FINRA RulesManual, Regulation Best Interest, as well as all other applicable rules and regulations relating to suitability of investors. Selected Dealer further represents, warrants including without limitation, the provisions of Article III.C and covenants that neither Selected Dealer, nor any person associated with Selected Dealer, shall offer or sell Offered Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive Article III.E of the following: Omnibus Guidelines Statement of Policy of the North American Securities Administrators Association, Inc. (athe “NASAA Guidelines”) applicable provisions adopted on March 29, 1992 and as amended on May 7, 2007. Nothing contained in this section shall be construed to relieve the Broker of its suitability obligations under Regulation Best Interest, FINRA Rule 2111 or FINRA Rule 2310. The Broker will sell Class S shares, Class D shares and Class I shares only to the extent approved by the Intermediary Manager as set forth on Schedule I to this Agreement, and to the extent approved to sell Class D shares and Class I shares pursuant to this Agreement, sell such shares only to those persons who are eligible to purchase Class D shares and Class I shares as described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of . Nothing contained in this Agreement shall be construed to impose upon the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. Selected Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Offered Shares to an investor, Selected Dealer, or a person associated with Selected Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA Fund or the Corporation) concerning his age, investment objectives, other investments, financial situation and needs, and any other information known to Selected Dealer, or person associated with Selected Dealer, Intermediary Manager the responsibility of assuring that (i) the investor can reasonably benefit from an investment in the Offered Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation, and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his entire investment in the Offered Shares, (C) the lack of liquidity of the Offered Shares, (D) the background and qualifications of the Adviser or the persons responsible for directing and managing the Corporation, and (E) the tax consequences of an investment in the Offered Shares. In the case of sales to fiduciary accounts, prospective investors meet the suitability standards must be met by in accordance with the person who directly or indirectly supplied the funds for the purchase terms and provisions of the Offered Shares or by the beneficiary of such fiduciary accountProspectus. Selected Dealer further represents, warrants and covenants that Selected Dealer, or a person associated with Selected Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Offered Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Offered Shares pursuant to a subscription solicited by Selected Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Selected Dealer agrees to retain such documents and records in Selected Dealer’s records for a period of six years from the date of the applicable sale of Offered Shares, to otherwise comply with the record keeping requirements provided in Section XII below and to make such documents and records available to (i) the Dealer Manager and the Corporation upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Selected Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Selected Dealer The Broker shall not purchase any Offered Shares for a discretionary account without obtaining the prior written approval of Selected Dealerthe Broker’s customer and his or her signature on a such customer’s completed and executed Subscription Agreement. The Broker agrees to ​ ​ comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder, (b) the applicable rules of FINRA, and (c) the NASAA Guidelines, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Shares is suitable and appropriate for each subscriber for a period of six (6) years from the date of the sale of the Shares. The Broker further agrees to make the Suitability Records available to the Intermediary Manager and the Fund upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Broker’s receipt of a subpoena or other appropriate document request from such agency. [Any relevant jurisdictional selling restrictions to be added as applicable.] The Broker further represents that it understands that the Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the Prospectus.