Common use of Limitation of Offer Clause in Contracts

Limitation of Offer. Dealer will offer Shares only to persons who satisfy the investor suitability standards and minimum investment requirements set forth in the Prospectus (or the Follow-On Prospectus) or in any suitability letter or memorandum sent to it by the 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 Shares are qualified for sale or that such qualification or registration is not required in such jurisdiction and that the Shares may be offered and sold in such jurisdiction. Notwithstanding the qualification of the Shares for sale in any respective jurisdiction (or the exemption therefrom), Dealer represents, warrants and covenants that it will not offer Shares and will not permit any of its registered representatives to offer Shares in any jurisdiction unless both Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Shares, Dealer will comply with the provisions of the rules and requirements of FINRA, 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. of the NASAA REIT Guidelines. Dealer agrees that, in recommending the purchase, sale or exchange of Shares to an investor, Dealer, or a person associated with Dealer that makes a recommendation, 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 SEC, any state securities commission, FINRA or the Company) concerning the investor’s age, investment objectives, other investments, financial situation and needs, and any other information known to Dealer, or person associated with Dealer, that the investor (i) can reasonably benefit from an investment in the Shares based on such investor’s overall investment objectives and portfolio structuring; (ii) is able to bear the economic risk of the investment based on the investor’s overall financial situation; and (iii) has apparent understanding of (a) the fundamental risks of the investment, (b) the risk that such investor may lose his or her entire investment, (c) the lack of liquidity of the Shares, (d) the background and qualifications of the Advisor and (e) the tax consequences of the investment.

Limitation of Offer. Dealer will offer Shares Units only to persons who satisfy the investor suitability standards and minimum investment requirements set forth in the Prospectus (or the Follow-On Prospectus) or in any suitability letter or memorandum sent to it by the 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 Shares Units are qualified for sale or that such qualification or registration is not required in such jurisdiction and that the Shares Units may be offered and sold in such jurisdiction. Notwithstanding the qualification of the Shares Units for sale in any respective jurisdiction (or the exemption therefrom), Dealer represents, warrants and covenants that it will not offer Shares Units and will not permit any of its registered representatives to offer Shares Units in any jurisdiction unless both Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering SharesUnits, Dealer will comply with the provisions of the rules and requirements of FINRA, as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Articles Article III.C. and III.E. of the NASAA REIT Guidelines. Dealer agrees that, in recommending the purchase, sale or exchange of Shares Units to an investor, Dealer, or a person associated with Dealer that makes a recommendation, 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 SEC, any state securities commission, FINRA or the Company) concerning the investor’s age, investment objectives, other investments, financial situation and needs, and any other information known to Dealer, or person associated with Dealer, that the investor (i) can reasonably benefit from an investment the investor is or will be in a financial position appropriate to enable the investor to realize to a significant extent the benefits described in the Shares based on such investor’s overall investment objectives and portfolio structuring; Prospectus, including the tax benefits to the extent they are a significant aspect of the Company, (ii) is able to bear the economic risk investor meets the minimum income, net worth and all of the investment based on other requirements set forth in Article III.B, Article III.C and Article III.E.1 of the investorNASAA Guidelines and the Company’s overall financial situation; limited liability company operating agreement, and (iii) an investment in Units is otherwise suitable for such investor. Dealer agrees to sell Class A, Class C and Class I Units only to those persons who are eligible to purchase such Units, as described in the Prospectus. In making the determinations as to financial qualifications and as to suitability required by the NASAA Guidelines, Dealer may rely on (A) representations from investment advisers who are not affiliated with Dealer, banks acting as trustees or fiduciaries, and (B) information Dealer has apparent understanding of (a) obtained from a prospective investor, including such information as the fundamental risks investment objectives, other investments, financial situation and needs of the investmentPerson or any other information known by Dealer, (b) after due inquiry. Notwithstanding the risk that such investor may lose his or her entire investmentforegoing, (c) Dealer shall not execute any transactions in the lack of liquidity Company in a discretionary account without the prior written approval of the Shares, (d) transaction by the background and qualifications of the Advisor and (e) the tax consequences of the investmentcustomer.

Limitation of Offer. The Dealer will offer Shares (both at the time of an initial subscription and at the time of any additional subscriptions, including initial enrollments and increased participations in the DRP) only to persons who satisfy meet the investor suitability standards and minimum investment requirements financial qualifications set forth in the Prospectus (or the Follow-On Prospectus) or in any suitability letter or memorandum sent to it by the 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 Company or the Dealer Manager that the Shares are qualified for sale or that such qualification or registration is not required in such jurisdiction and that the Shares may be offered and sold in such jurisdiction. Notwithstanding the qualification of the Shares for sale in any respective jurisdiction (or the exemption therefrom), Dealer represents, warrants and covenants that it will not offer Shares and will not permit any of its registered representatives to offer Shares in any jurisdiction unless both Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionrequired. In offering Shares, the Dealer will comply with the provisions of the applicable FINRA rules and requirements of FINRAthe NASD Conduct Rules set forth in the FINRA Manual, as well as all other applicable rules and regulations relating to suitability of investors. Dealer further represents, including without limitationwarrants and covenants that no Dealer, or person associated with Dealer, shall offer or sell Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (1) applicable provisions of Articles III.C. and III.E. the Prospectus; (2) the laws of the NASAA REIT Guidelinesjurisdiction of which such investor is a resident; or (3) NASD Conduct Rules set forth in the FINRA Manual and other applicable FINRA rules. Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Shares to an investor, each Dealer, or a person associated with Dealer that makes a recommendationDealer, 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 SEC, any state securities commission, FINRA or the Companyprovided in such Rules) concerning the investor’s his age, investment objectives, other investments, financial situation and needs, and any other information known to Dealer, or person associated with Dealer, that that: (A) the investor is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Prospectus, including the tax benefits to the extent they are a significant aspect of the Company; (iB) can reasonably benefit from the investor has a fair market net worth sufficient to sustain the risks inherent in an investment in Shares in the Shares based on amount proposed, including loss, and lack of liquidity of such investor’s overall investment objectives and portfolio structuringinvestment; (iiC) is able to bear the economic risk of the investment based on the investor’s overall financial situation; and (iii) investor has an apparent understanding of (a) the fundamental risks of the investmentan investment in Shares, (b) the risk that such investor may lose his or her entire investment, (c) the lack of liquidity of the Shares, (d) the background and qualifications of the Advisor adviser to the Company and (e) their affiliates, and the tax consequences of an investment in the investmentShares; and (D) an investment in Shares is otherwise suitable for such investor. Dealer further represents, warrants and covenants that Dealer, or a person associated with Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in 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 Shares pursuant to a subscription solicited by Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Dealer agrees to retain such documents and records in Dealer’s records for a period of six years from the date of the applicable sale of Shares and to make such documents and records available to (i) the Dealer Manager and the Company upon request, and (ii) to representatives of the SEC, FINRA and applicable state securities administrators upon Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency or organization. Dealer shall not purchase any Shares for a discretionary account without obtaining the prior written approval of Dealer’s customer and his or her signature on a Subscription Agreement.

Limitation of Offer. Dealer will offer Shares only to persons who satisfy the investor suitability standards and minimum investment requirements set forth in the Prospectus (or the applicable Follow-On Prospectus) or in any suitability letter or memorandum sent to it by the 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 Shares are qualified for sale or that such qualification or registration is not required in such jurisdiction and that the Shares may be offered and sold in such jurisdiction. Notwithstanding the qualification of the Shares for sale in any respective jurisdiction (or the exemption therefrom), Dealer represents, warrants and covenants that it will not offer Shares and will not permit any of its registered representatives to offer Shares in any jurisdiction unless both Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Shares, Dealer will comply with the provisions of the rules and requirements of FINRA, as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Articles Article III.C. and III.E. of the NASAA REIT Guidelines. Dealer agrees that, in recommending the purchase, sale or exchange of Shares to an investor, Dealer, or a person associated with Dealer that makes a recommendation, 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 SEC, any state securities commission, FINRA or the Company) concerning the investor’s age, investment objectives, other investments, financial situation and needs, and any other information known to Dealer, or person associated with Dealer, that the investor (i) can reasonably benefit from an investment in the Shares based on such investor’s overall investment objectives and portfolio structuring; (ii) is able to bear the economic risk of the investment based on the investor’s overall financial situation; and (iii) has apparent understanding of (a) the fundamental risks of the investment, (b) the risk that such investor may lose his or her entire investment, (c) the lack of liquidity of the Shares, (d) the background and qualifications of the Advisor and (e) the tax consequences of the investment.

Limitation of Offer. Dealer will offer Shares only to persons who satisfy the investor suitability standards and minimum investment requirements set forth in the Prospectus (or the applicable Follow-On Prospectus) or in any suitability letter or memorandum sent to it by the 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 Shares are qualified for sale or that such qualification or registration is not required in such jurisdiction and that the Shares may be offered and sold in such jurisdiction. Notwithstanding the qualification of the Shares for sale in any respective jurisdiction (or the exemption therefrom), Dealer represents, warrants and covenants that it will not offer Shares and will not permit any of its registered representatives to offer Shares in any jurisdiction unless both Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Shares, Dealer will comply with the provisions of the rules and requirements of FINRA, as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Articles Article III.C. and III.E. of the NASAA REIT Guidelines. Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. Dealer agrees that, in recommending the purchase, sale or exchange of Shares to an investor, Dealer, or a person associated with Dealer that makes a recommendation, 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 SEC, any state securities commission, FINRA or the Company) concerning the investor’s age, investment objectives, other investments, financial situation and needs, and any other information known to Dealer, or person associated with Dealer, that the investor (i) can reasonably benefit from the investor is or will be in a financial position appropriate to enable the investor to realize to a significant extent the benefits described in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus), including the tax benefits to the extent they are a significant aspect of the Company, (ii) the investor has a fair market net worth sufficient to sustain the risks inherent in an investment in Shares in the Shares based on amount proposed, including loss and potential lack of liquidity of such investor’s overall investment objectives and portfolio structuring; (ii) is able to bear the economic risk of the investment based on the investor’s overall financial situation; investment, and (iii) has apparent understanding of (a) the fundamental risks of the investment, (b) the risk that an investment in Shares is otherwise suitable for such investor may lose his or her entire investment, (c) the lack of liquidity of the Shares, (d) the background and qualifications of the Advisor and (e) the tax consequences of the investmentinvestor.

Limitation of Offer. The Dealer will offer Shares Common Stock (both at the time of an initial subscription and at the time of any additional subscriptions) only to persons who satisfy meet the investor suitability standards and minimum investment requirements financial qualifications set forth in the Prospectus (or the Follow-On Prospectus) or in any suitability letter or memorandum sent to it by the 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 Company or the Dealer Manager that the Shares are Common Stock is qualified for sale or that such qualification or registration is not required in such jurisdiction and that the Shares may be offered and sold in such jurisdiction. Notwithstanding the qualification of the Shares for sale in any respective jurisdiction (or the exemption therefrom), Dealer represents, warrants and covenants that it will not offer Shares and will not permit any of its registered representatives to offer Shares in any jurisdiction unless both Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionrequired. In offering SharesCommon Stock, the Dealer will comply with the provisions of the applicable FINRA rules and requirements of FINRAset forth in the FINRA Manual, as well as all other applicable rules and regulations relating to suitability of investors. Dealer further represents, including without limitationwarrants and covenants that no Dealer, or person associated with Dealer, shall offer or sell Common Stock in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (1) applicable provisions of Articles III.C. and III.E. the Prospectus; (2) the laws of the NASAA REIT Guidelinesjurisdiction of which such investor is a resident; or (3) FINRA Conduct Rules set forth in the FINRA Manual and other applicable FINRA rules. Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Shares Common Stock to an investor, each Dealer, or a person associated with Dealer that makes a recommendationDealer, 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 SEC, any state securities commission, FINRA or the Companyprovided in such Rules) concerning the investor’s his age, investment objectives, other investments, financial situation and needs, and any other information known to Dealer, or person associated with Dealer, that that: (A) the investor is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Prospectus, including the tax benefits to the extent they are a significant aspect of the Company; (iB) can reasonably benefit from the investor has a fair market net worth sufficient to sustain the risks inherent in an investment in Common Stock in the Shares based on amount proposed, including loss, and lack of liquidity of such investor’s overall investment objectives and portfolio structuringinvestment; (iiC) is able to bear the economic risk of the investment based on the investor’s overall financial situation; and (iii) investor has an apparent understanding of (a) the fundamental risks of the investmentan investment in Common Stock, (b) the risk that such investor may lose his or her entire investment, (c) the lack of liquidity of the SharesCommon Stock, (d) the background and qualifications of the Advisor adviser to the Company and (e) their affiliates, and the tax consequences of an investment in the investmentCommon Stock; and (D) an investment in Common Stock is otherwise suitable for such investor. Dealer further represents, warrants and covenants that Dealer, or a person associated with Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Common 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 Common Stock pursuant to a subscription solicited by Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Dealer agrees to retain such documents and records in Dealer's records for a period of six years from the date of the applicable sale of Common Stock and to make such documents and records available to (i) the Dealer Manager and the Company upon request and (ii) to representatives of the SEC, FINRA and applicable state securities administrators upon Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency or organization. Dealer shall not purchase any Common Stock for a discretionary account without obtaining the prior written approval of Dealer's customer and his or her signature on a Subscription Agreement.

Limitation of Offer. Suitability Dealer will offer Shares only to persons who satisfy meet the investor suitability standards and minimum investment requirements set forth in the Prospectus (or the Follow-On Prospectus) or in any suitability letter or memorandum sent to it by the 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 Company or the Dealer Manager that the Shares are qualified for sale or that such qualification or registration is not required in such jurisdiction and that the Shares may be offered and sold in such jurisdiction. Notwithstanding the qualification of the Shares for sale in any respective jurisdiction (or the exemption therefrom), Dealer represents, warrants and covenants that it will not offer Shares and will not permit any of its registered representatives to offer Shares in any jurisdiction unless both Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionrequired. In offering Shares, Dealer will comply with the provisions of the rules and requirements Rules of FINRAFair Practice set forth in the NASD Manual, as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Articles Article III.C. and III.E. of the NASAA REIT GuidelinesStatement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. Dealer further represents, warrants and covenants that no Dealer, or person associated with Dealer, shall offer or sell Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (1) applicable provisions of the Prospectus; (2) the laws of the jurisdiction of which such investor is a resident; or (3) the NASD Rules of Fair Practice and NASD Conduct Rules 2710 and 2810, in particular. Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Shares to an investor, each Dealer, or a person associated with Dealer that makes a recommendationDealer, shall have reasonable grounds (as required by NASD Rule 2810(b)(2)(B)(i)) to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the SEC, any state securities commission, FINRA or the Companyprovided in such Rules) concerning the investor’s his age, investment objectives, other investments, financial situation and needs, and any other information known to Dealer, or person associated with Dealer, that (A) the investor is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Prospectus, including the tax benefits to the extent they are a significant aspect of the Company, (iB) can reasonably benefit from the investor has a fair market net worth sufficient to sustain the risks inherent in an investment in Shares in the Shares based on such investor’s overall investment objectives amount proposed, including loss, and portfolio structuring; (ii) is able to bear the economic risk of the investment based on the investor’s overall financial situation; and (iii) has apparent understanding of (a) the fundamental risks of the investment, (b) the risk that such investor may lose his or her entire investment, (c) the lack of liquidity of such investment, and (C) an investment in Shares is otherwise suitable for such investor. Dealer further represents, warrants and covenants that Dealer, or a person associated with Dealer, will make every reasonable effort to determine the Sharessuitability and appropriateness of an investment in 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 Shares pursuant to a subscription solicited by Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Dealer agrees to retain such documents and records in Dealer's records for a period of six years from the date of the applicable sale of Shares and to make such documents and records available to (di) the background Dealer Manager and qualifications the Company upon request, and (ii) to representatives of the Advisor SEC, NASD and (e) applicable state securities administrators upon your firm's receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Dealer shall not purchase any Shares for a discretionary account without obtaining the tax consequences prior written approval of the investmentDealer's customer and his or her signature on a Subscription Agreement.

Limitation of Offer. Dealer will offer Shares only to persons who satisfy the investor suitability standards and minimum investment requirements set forth in the Prospectus (or the Follow-On Prospectus) or in any suitability letter or memorandum sent to it by the 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 Shares are qualified for sale or that such qualification or registration is not required in such jurisdiction and that the Shares may be offered and sold in such jurisdiction. Notwithstanding the qualification of the Shares for sale in any respective jurisdiction (or the exemption therefrom), Dealer represents, warrants and covenants that it will not offer Shares and will not permit any of its registered representatives to offer Shares in any jurisdiction unless both Dealer and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Shares, Dealer will comply with the provisions of the rules and requirements of FINRA, as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Articles Article III.C. and III.E. of the NASAA REIT Guidelines. Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. Dealer agrees that, in recommending the purchase, sale or exchange of Shares to an investor, Dealer, or a person associated with Dealer that makes a recommendation, 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 SEC, any state securities commission, FINRA or the Company) concerning the investor’s age, investment objectives, other investments, financial situation and needs, and any other information known to Dealer, or person associated with Dealer, that the investor (i) can reasonably benefit from the investor is or will be in a financial position appropriate to enable the investor to realize to a significant extent the benefits described in the Prospectus, including the tax benefits to the extent they are a significant aspect of the Company, (ii) the investor has a fair market net worth sufficient to sustain the risks inherent in an investment in Shares in the Shares based on amount proposed, including loss and potential lack of liquidity of such investor’s overall investment objectives and portfolio structuring; (ii) is able to bear the economic risk of the investment based on the investor’s overall financial situation; investment, and (iii) has apparent understanding of (a) the fundamental risks of the investment, (b) the risk that an investment in Shares is otherwise suitable for such investor may lose his or her entire investment, (c) the lack of liquidity of the Shares, (d) the background and qualifications of the Advisor and (e) the tax consequences of the investmentinvestor.

Limitation of Offer. The Dealer will offer Shares (both at the time of an initial subscription and at the time of any additional subscriptions) only to persons who satisfy meet the investor suitability standards and minimum investment requirements financial qualifications set forth in the Prospectus (or the Follow-On Prospectus) Memorandum or in any suitability letter or memorandum sent to it by the 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 Company or the Dealer Manager that the Shares are qualified for sale or that such qualification or registration is not required in such jurisdiction and that the Shares may be offered and sold in such jurisdiction. Notwithstanding the qualification of the Shares for sale in any respective jurisdiction (or the exemption therefrom), Dealer represents, warrants and covenants that it will not offer Shares and will not permit any of its registered representatives to offer Shares in any jurisdiction unless both Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionrequired. In offering Shares, the Dealer will comply with the provisions of the rules and requirements of FINRAapplicable FINRA rules, as well as all other applicable rules and regulations relating to suitability of investors, including without limitationthe SEC’s Regulation Best Interest and any state securities standards of conduct if applicable. Dealer further represents, warrants and covenants that no Dealer, or person associated with Dealer, shall offer or sell Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (1) applicable provisions of Articles III.C. and III.E. the Memorandum; (2) the laws of the NASAA REIT Guidelinesjurisdiction of which such investor is a resident; or (3) NASD Conduct Rules set forth in the FINRA Manual and other applicable FINRA rules. Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Shares to an investor, each Dealer, or a person associated with Dealer that makes a recommendationDealer, 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 SEC, any state securities commission, FINRA or the Companyprovided in such Rules) concerning the investor’s his age, investment objectives, other investments, financial situation and needs, and any other information known to Dealer, or person associated with Dealer, that that: (A) the investor is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Memorandum, including the tax benefits to the extent they are a significant aspect of the Company; (iB) can reasonably benefit from the investor has a fair market net worth sufficient to sustain the risks inherent in an investment in Shares in the Shares based on amount proposed, including loss, and lack of liquidity of such investor’s overall investment objectives and portfolio structuringinvestment; (iiC) is able to bear the economic risk of the investment based on the investor’s overall financial situation; and (iii) investor has an apparent understanding of (a) the fundamental risks of the investmentan investment in Shares, (b) the risk that such investor may lose his or her entire investment, (c) the lack of liquidity of the Shares, (d) the background and qualifications of the Advisor adviser to the Company and (e) their affiliates, and the tax consequences of an investment in the investmentShares; and (D) an investment in Shares is otherwise suitable for such investor. Dealer further represents, warrants and covenants that Dealer, or a person associated with Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in 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 Shares pursuant to a subscription solicited by Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Dealer agrees to retain such documents and records in Dealer's records for a period of six years from the date of the applicable sale of Shares and to make such documents and records available to (i) the Dealer Manager and the Company upon request and (ii) to representatives of the SEC, FINRA and applicable state securities administrators upon Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency or organization. Dealer shall not purchase any Shares for a discretionary account without obtaining the prior written approval of Xxxxxx's customer and his or her signature on a Subscription Agreement.

Limitation of Offer. The Dealer will offer Shares (both at the time of an initial subscription and at the time of any additional subscriptions) only to persons who satisfy meet the investor suitability standards and minimum investment requirements financial qualifications set forth in the Prospectus (or the Follow-On Prospectus) or in any suitability letter or memorandum sent to it by the 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 Company or the Dealer Manager that the Shares are qualified for sale or that such qualification or registration is not required in such jurisdiction and that the Shares may be offered and sold in such jurisdiction. Notwithstanding the qualification of the Shares for sale in any respective jurisdiction (or the exemption therefrom), Dealer represents, warrants and covenants that it will not offer Shares and will not permit any of its registered representatives to offer Shares in any jurisdiction unless both Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionrequired. In offering Shares, the Dealer will comply with the provisions of the applicable FINRA rules and requirements of FINRAthe NASD Conduct Rules set forth in the FINRA Manual, as well as all other applicable rules and regulations relating to suitability of investors. Dealer further represents, including without limitationwarrants and covenants that no Dealer, or person associated with Dealer, shall offer or sell Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (1) applicable provisions of Articles III.C. and III.E. the Prospectus; (2) the laws of the NASAA REIT Guidelinesjurisdiction of which such investor is a resident; or (3) NASD Conduct Rules set forth in the FINRA Manual and other applicable FINRA rules. Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Shares to an investor, each Dealer, or a person associated with Dealer that makes a recommendationDealer, 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 SEC, any state securities commission, FINRA or the Companyprovided in such Rules) concerning the investor’s his age, investment objectives, other investments, financial situation and needs, and any other information known to Dealer, or person associated with Dealer, that that: (A) the investor is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Prospectus, including the tax benefits to the extent they are a significant aspect of the Company; (iB) can reasonably benefit from the investor has a fair market net worth sufficient to sustain the risks inherent in an investment in Shares in the Shares based on amount proposed, including loss, and lack of liquidity of such investor’s overall investment objectives and portfolio structuringinvestment; (iiC) is able to bear the economic risk of the investment based on the investor’s overall financial situation; and (iii) investor has an apparent understanding of (a) the fundamental risks of the investmentan investment in Shares, (b) the risk that such investor may lose his or her entire investment, (c) the lack of liquidity of the Shares, (d) the background and qualifications of the Advisor adviser to the Company and (e) their affiliates, and the tax consequences of an investment in the investmentShares; and (D) an investment in Shares is otherwise suitable for such investor. Dealer further represents, warrants and covenants that Dealer, or a person associated with Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in 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 Shares pursuant to a subscription solicited by Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Dealer agrees to retain such documents and records in Dealer's records for a period of six years from the date of the applicable sale of Shares and to make such documents and records available to (i) the Dealer Manager and the Company upon request and (ii) to representatives of the SEC, FINRA and applicable state securities administrators upon Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency or organization. Dealer shall not purchase any Shares for a discretionary account without obtaining the prior written approval of Dealer's customer and his or her signature on a Subscription Agreement.

Limitation of Offer. Suitability Dealer will offer Shares only to persons who satisfy meet the investor suitability standards and minimum investment requirements set forth in the Prospectus (or the Follow-On Prospectus) or in any suitability letter or memorandum sent to it by the 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 Company or the Dealer Manager that the Shares are qualified for sale or that such qualification or registration is not required in such jurisdiction and that the Shares may be offered and sold in such jurisdiction. Notwithstanding the qualification of the Shares for sale in any respective jurisdiction (or the exemption therefrom), Dealer represents, warrants and covenants that it will not offer Shares and will not permit any of its registered representatives to offer Shares in any jurisdiction unless both Dealer and such registered representative are duly licensed to transact securities business in such jurisdictionrequired. In offering Shares, Dealer will comply with the provisions of requirements imposed upon it by the rules Securities Act, the Exchange Act, applicable Blue Sky laws, and requirements of FINRAall applicable NASD Conduct Rules, as well as all other applicable rules and regulations relating to suitability of investorsinvestors and prospectus delivery requirements, including without limitation, the provisions of Articles Article III.C. and III.E. Article III.E.1. of the NASAA REIT GuidelinesStatement of Policy Regarding Real Estate Investment Trusts 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 contained in the Prospectus, or to relieve Dealer from the responsibility of assuring that prospective investors meet the suitability standards contained in the Prospectus. Dealer further represents, warrants and covenants that no Dealer, or person associated with Dealer, shall offer or sell Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (1) applicable provisions of the Prospectus; (2) applicable laws of the jurisdiction of which such investor is a resident; or (3) applicable NASD Conduct Rules. Dealer agrees to ensure that, in recommending the or otherwise facilitating a purchase, sale or exchange of Shares to an investor, each Dealer, or a person associated with Dealer that makes a recommendationDealer, 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 SEC, any state securities commission, FINRA or the Companyprovided in such Rules) concerning the investor’s his age, investment objectives, investment experience, income, net worth, other investments, financial situation and needs, and any other information known to Dealer, or person associated with Dealer, that (A) the investor (i) can reasonably is in a financial position appropriate to enable him to benefit from an investment in the Shares based on such upon the investor’s overall investment objectives and overall portfolio structuringstructure; (iiB) is able the investor has a fair market net worth sufficient to bear the economic risk inherent in an investment in Shares in the amount proposed, including loss, and lack of liquidity of such investment; (C) that the investment based on the investor’s overall financial situation; and (iii) investor has an apparent understanding of (a) the fundamental risks of the investmentan investment in Shares, (b) the risk that such investor may lose his or her entire investment, (c) the lack of liquidity of the Shares, (d) the background and qualifications of the Advisor sponsor, the advisor to the Company and (e) their affiliates, and the tax consequences of an investment in the investmentShares; and (D) an investment in Shares is a suitable and appropriate investment for the investor. Dealer further represents, warrants and covenants that Dealer, or a person associated with Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in 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 Shares pursuant to a subscription solicited by Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Dealer agrees to retain such documents and records in Dealer’s records for a period of at least six years from the date of the applicable sale of Shares and to make such documents and records available to (i) the Dealer Manager and the Company upon request, and (ii) to representatives of the SEC, the NASD and applicable state securities administrators upon Dealer’s receipt of an appropriate request for such documents from any such agency. Dealer shall not purchase any Shares for a discretionary account without obtaining the prior written approval of Dealer’s customer and his or her signature on a Subscription Agreement.