Common use of Obligations and Compensation of Dealer Manager Clause in Contracts

Obligations and Compensation of Dealer Manager. 5.1. The Company hereby appoints the Dealer Manager as its agent and principal distributor during the Offering Period (as defined in Section 5.3 hereof) for the purpose of finding, on a best-efforts basis, purchasers for the Shares for cash through the distribution channels contemplated herein. The Dealer Manager may also arrange for the sale of Shares for cash directly to clients and customers identified by the Company on the terms and conditions stated herein and in the Prospectus. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to find purchasers for the Shares on said terms and conditions. 5.2. The Shares offered and sold through the Dealer Manager under this Agreement shall be offered and sold only by the Dealer Manager and other securities dealers the Dealer Manager may retain (collectively, the “Dealers”); provided that (a) the Dealer Manager reasonably believes that all Dealers are registered with the SEC, are members of FINRA and are duly licensed or registered by the regulatory authorities in the jurisdictions in which they will offer and sell Shares or are exempt from broker dealer registration with the SEC and all other applicable regulatory authorities, (b) all such engagements are evidenced by written agreements, the terms and conditions of which substantially conform to the form of Soliciting Dealers Agreement approved by the Company and the Dealer Manger, in the form attached to this Agreement as Exhibit A (the “Selected Dealer Agreement”), and (c) the Company shall have previously approved each Dealer (such approval not to be unreasonably withheld or delayed).

Obligations and Compensation of Dealer Manager. 5.1. The Company hereby appoints the Dealer Manager as its agent and principal distributor during the Offering Period (as defined in Section 5.3 hereof) for the purpose of finding, on a best-efforts basis, purchasers for the Shares for cash through the distribution channels contemplated herein. The Dealer Manager may also arrange for the sale of Shares for cash directly to clients and customers identified by the Company on the terms and conditions stated herein and in the Prospectus. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to find purchasers for the Shares on said terms and conditions. 5.2. The Shares offered and sold through the Dealer Manager under this Agreement shall be offered and sold only by the Dealer Manager and other securities dealers the Dealer Manager may retain (collectively, the “"Dealers”"); provided that (a) the Dealer Manager reasonably believes that all Dealers are registered with the SEC, are members of FINRA and are duly licensed or registered by the regulatory authorities in the jurisdictions in which they will offer and sell Shares or are exempt from broker dealer registration with the SEC and all other applicable regulatory authorities, (b) all such engagements are evidenced by written agreements, the terms and conditions of which substantially conform to the form of Soliciting Dealers Agreement approved by the Company and the Dealer Manger, in the form attached to this Agreement as Exhibit A (the “"Selected Dealer Agreement”"), and (c) the Company shall have previously approved each Dealer (such approval not to be unreasonably withheld or delayed).

Obligations and Compensation of Dealer Manager. 5.1. The Company hereby appoints the Dealer Manager as its agent and principal distributor during the Offering Period (as defined in Section 5.3 hereof5.3) for the purpose of finding, on a best-efforts basis, purchasers for the Shares for cash through the distribution channels contemplated hereinDealers, all of whom shall be members of FINRA. The Dealer Manager may also arrange for the sale of Shares for cash directly to its own clients and customers identified by at the Company on public offering price and subject to the terms and conditions stated herein and in the Prospectus. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to find purchasers for the Shares on said terms and conditions, commencing as soon as practicable. 5.2. The Shares offered and sold through the Dealer Manager under this agrees to be bound by the terms of the Escrow Agreement shall be offered and sold only by dated , 2010, among UMB Bank N.A., as escrow agent, the Dealer Manager and other securities dealers the Company, copies of which are attached hereto as Exhibit B and the Dealer Manager may retain (collectivelyfurther agrees that it will not represent or imply that UMB Bank N.A., as the “Dealers”); provided that (a) escrow agent identified in the Prospectus, has investigated the desirability or advisability of an investment in the Company or has approved, endorsed or passed upon the merits of the Shares or of the Company, nor will the Dealer Manager reasonably believes that all Dealers are registered use the name of said escrow agent in any manner whatsoever in connection with the SEC, are members of FINRA and are duly licensed or registered by the regulatory authorities in the jurisdictions in which they will offer and sell sale of the Shares or are exempt from broker dealer registration with the SEC and all other applicable regulatory authorities, (b) all such engagements are evidenced than by written agreements, the terms and conditions of which substantially conform acknowledgement that it has agreed to the form of Soliciting Dealers Agreement approved by the Company and the Dealer Manger, in the form attached to this Agreement serve as Exhibit A (the “Selected Dealer Agreement”), and (c) the Company shall have previously approved each Dealer (such approval not to be unreasonably withheld or delayed)escrow agent.

Obligations and Compensation of Dealer Manager. 5.1. The Company hereby appoints the Dealer Manager as its agent and principal distributor during the Offering Period (as defined in Section 5.3 hereof5.3) for the purpose of finding, on a best-efforts basis, purchasers for the Shares for cash through the distribution channels contemplated hereinDealers, all of whom shall be members of FINRA. The Dealer Manager may also arrange for the sale of Shares for cash directly to its own clients and customers identified by at the Company on public offering price and subject to the terms and conditions stated herein and in the Prospectus. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to find purchasers for the Shares on said terms and conditions, commencing as soon as practicable. 5.2. The Shares offered and sold through the Dealer Manager under this agrees to be bound by the terms of the Escrow Agreement shall be offered and sold only by dated , 2010, among [ ] as escrow agent, the Dealer Manager and other securities dealers the Company, copies of which are attached hereto as Exhibit B and the Dealer Manager may retain (collectivelyfurther agrees that it will not represent or imply that [ ], as the “Dealers”); provided that (a) escrow agent identified in the Prospectus, has investigated the desirability or advisability of an investment in the Company or has approved, endorsed or passed upon the merits of the Shares or of the Company, nor will the Dealer Manager reasonably believes that all Dealers are registered use the name of said escrow agent in any manner whatsoever in connection with the SEC, are members of FINRA and are duly licensed or registered by the regulatory authorities in the jurisdictions in which they will offer and sell sale of the Shares or are exempt from broker dealer registration with the SEC and all other applicable regulatory authorities, (b) all such engagements are evidenced than by written agreements, the terms and conditions of which substantially conform acknowledgement that it has agreed to the form of Soliciting Dealers Agreement approved by the Company and the Dealer Manger, in the form attached to this Agreement serve as Exhibit A (the “Selected Dealer Agreement”), and (c) the Company shall have previously approved each Dealer (such approval not to be unreasonably withheld or delayed)escrow agent.