Offering and Sale of the Preferred Stock. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent, principal distributor and exclusive dealer manager to solicit and to retain the Soliciting Dealers and other Financial Intermediaries (each as defined in Section 3(a)) to solicit subscriptions for the Preferred Stock at the subscription price to be paid in cash. Upon the terms and subject to the conditions set forth in this Agreement, the Dealer Manager hereby accepts such agency and distributorship and agrees to use its reasonable best efforts to sell or cause to be sold the Preferred Stock in such quantities and to such persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. The number of shares of Preferred Stock, if any, to be reserved for sale by each Financial Intermediary may be determined by mutual agreement, from time to time, by the Dealer Manager and the Company. In the absence of such determination, the Company shall, subject to the provisions of Section 3(b), accept subscriptions based upon a first-come, first accepted reservation or other similar method. Under no circumstances will the Dealer Manager be obligated to purchase any Preferred Stock for its own account and, in soliciting purchases of Preferred Stock, the Dealer Manager shall act solely as the Company’s agent and not as principal.
Offering and Sale of the Preferred Stock. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit and to retain the Soliciting Dealers (as defined in Section 3(a)) to solicit subscriptions for the Preferred Stock at the subscription price to be paid in cash. Upon the terms and subject to the conditions set forth in this Agreement, the Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its reasonable best efforts to sell or cause to be sold the Preferred Stock in such quantities and to such persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. The Dealer Manager shall do so during the period commencing on the initial Effective Date and ending on the earliest to occur of the following: (1) the later of (x) [__________ __, 2021] and (y) at the Company’s election, [__________ __, 2022]; (2) the acceptance by the Company of subscriptions for the amount offered in the Offering; (3) the termination of the Offering by the Company, which the Company shall have the right to terminate in its sole and absolute discretion at any time; (4) the termination of the effectiveness of the Registration Statement; and (5) the liquidation or dissolution of the Company (such period being the “Offering Period”). The number of shares of Preferred Stock, if any, to be reserved for sale by each Soliciting Dealer may be determined by mutual agreement, from time to time, by the Dealer Manager and the Company. In the absence of such determination, the Company shall, subject to the provisions of Section 3(b), accept subscriptions based upon a first-come, first accepted reservation or other similar method. Under no circumstances will the Dealer Manager be obligated to underwrite or purchase any Preferred Stock for its own account and, in soliciting purchases of Preferred Stock, the Dealer Manager shall act solely as the Company’s agent and not as an underwriter or principal.
