Common use of Participating Dealer will Clause in Contracts

Participating Dealer 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 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 Memorandum; (d) make offers only to persons in the jurisdictions in which the Dealer Manager is advised in writing by the Company that the Shares are qualified for sale or that such qualification is not required; (e) only offer Shares in a jurisdiction if both such Participating Dealer and its registered representative making the offer are duly licensed to transact securities business in such jurisdiction; and (f) comply with the provisions of the FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors including Rule 15l-1 under the Exchange Act (Regulation Best Interest). Participating Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Shares to a potential investor, Participating Dealer shall have reasonable grounds to believe, on the basis of information obtained from the investor concerning the investor’s investment objectives, other investments, financial situation and needs, and any other information known by Participating Dealer or an associated person, that each purchaser of Shares: (A) is an “accredited investor” as that term is defined in Rule 501(a) under the Securities Act (“Accredited Investor”) and meets the other investor suitability requirements as may be established by the Company and set forth in the Memorandum; (B) has such knowledge and experience in financial and business matters that the offeree is capable of evaluating the merits and risks of an investment in the 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. Participating Dealer further represents, warrants and covenants that Participating Dealer will, in offering Shares, comply with 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 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 such proposed investor, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Participating Dealer agrees to retain such documents and records in Participating Dealer’s records for a period of six years from the date of the applicable sale of Shares, to otherwise comply with all applicable record keeping requirements and to make such documents and records available to (i) the Dealer Manager and the Company upon request and (ii) representatives of the SEC, FINRA and applicable state securities administrators upon Participating Dealer’s receipt of an appropriate document, subpoena or other appropriate request for documents from any such agency. Participating Dealer shall not purchase any Shares for a discretionary account without obtaining the prior written approval of Participating Dealer’s customer and such customer’s completed and executed Subscription Agreement. Participating 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 Memorandum.

Participating Dealer 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(b506(c) of Regulation D and applicable state securities laws and regulations; (b) not offer 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 Memorandum; Memorandum (d) make offers only to persons in the jurisdictions in which the Dealer Manager is advised in writing by the Company that the Shares are qualified for sale or that such qualification is not required; (e) only offer Shares in a jurisdiction if both such Participating Dealer and its registered representative making the offer are duly licensed to transact securities business in such jurisdiction; and (f) comply with the provisions of the FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors including Rule 15l-1 under the Exchange Act (Regulation Best Interest)investors. Participating Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Shares to a potential investor, Participating Dealer shall have reasonable grounds to believe, on the basis of information obtained from the investor concerning the investor’s investment objectives, other investments, financial situation and needs, and any other information known by Participating Dealer or an associated person, that each purchaser of Shares: (A) is an “accredited investor” as that term is defined in Rule 501(a) under the Securities Act (“Accredited Investor”) and meets the other investor suitability requirements as may be established by the Company and set forth in the Memorandum; (B) has such knowledge and experience in financial and business matters that the offeree is capable of evaluating the merits and risks of an investment in the Shares; and (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. Participating Dealer further represents, warrants and covenants that Participating Dealer will, in offering Shares, comply with 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 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 such proposed investor, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Participating Dealer agrees to retain such documents and records in Participating Dealer’s records for a period of six years from the date of the applicable sale of Shares, to otherwise comply with all applicable record keeping requirements and to make such documents and records available to (i) the Dealer Manager and the Company upon request and (ii) representatives of the SEC, FINRA and applicable state securities administrators upon Participating Dealer’s receipt of an appropriate document, subpoena or other appropriate request for documents from any such agency. Participating Dealer shall not purchase any Shares for a discretionary account without obtaining the prior written approval of Participating Dealer’s customer and such customer’s completed and executed Subscription Agreement. In accordance with Rule 506(c), the obligation to verify “accredited investor” status of Participating Dealer’s investors can be done by Participating Dealer or by the Company. The Company utilizes a third- party service provider to verify “accredited investor” status. Participating Dealer shall elect which option they intend to utilize and agree to all terms and conditions in Schedule III. If Participating Dealer is unable to provide such verification, then Participating Dealer must notify the Dealer Manager and/or the Company. Participating 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 Memorandum.

Participating Dealer 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 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 Memorandum; Memorandum (d) make offers only to persons in the jurisdictions in which the Dealer Manager is advised in writing by the Company that the Shares are qualified for sale or that such qualification is not required; (e) only offer Shares in a jurisdiction if both such Participating Dealer and its registered representative making the offer are duly licensed to transact securities business in such jurisdiction; and (f) comply with the provisions of the FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors including Rule 15l-1 under the Exchange Act (Regulation Best Interest)investors. Participating Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Shares to a potential investor, Participating Dealer shall have reasonable grounds to believe, on the basis of information obtained from the investor concerning the investor’s investment objectives, other investments, financial situation and needs, and any other information known by Participating Dealer or an associated person, that each purchaser of Shares: (A) is an “accredited investor” as that term is defined in Rule 501(a) under the Securities Act (“Accredited Investor”) and meets the other investor suitability requirements as may be established by the Company and set forth in the Memorandum; (B) has such knowledge and experience in financial and business matters that the offeree is capable of evaluating the merits and risks of an investment in the 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. Participating Dealer further represents, warrants and covenants that Participating Dealer will, in offering Shares, comply with 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 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 such proposed investor, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Participating Dealer agrees to retain such documents and records in Participating Dealer’s records for a period of six years from the date of the applicable sale of Shares, to otherwise comply with all applicable record keeping requirements and to make such documents and records available to (i) the Dealer Manager and the Company upon request and (ii) representatives of the SEC, FINRA and applicable state securities administrators upon Participating Dealer’s receipt of an appropriate document, subpoena or other appropriate request for documents from any such agency. Participating Dealer shall not purchase any Shares for a discretionary account without obtaining the prior written approval of Participating Dealer’s customer and such customer’s completed and executed Subscription Agreement. Participating 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 Memorandum.

Participating Dealer 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 or sell Shares by any means otherwise inconsistent with this Agreement or the Memorandum; (c) offer 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 set forth in the MemorandumProspectus or in any suitability letter or memorandum sent to the Dealer Manager by the Company; (db) make offers only to persons in the jurisdictions in which the Dealer Manager is advised in writing by the Company that the Shares are qualified for sale or that such qualification is not required; (ec) only offer Shares in a jurisdiction if both such jurisdictions in which Participating Dealer has all required licenses and its registered representative making the registrations to offer are duly licensed to transact securities business Shares in such jurisdictionjurisdictions; and (fd) in offering Shares, comply with the provisions of the FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors investors, including Rule 15l-1 without limitation the provisions of Article III.C and Article III.E.1 of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”) and any enhanced standard of care applicable under Regulation Best Interest promulgated under the Exchange Act (Regulation Best Interest)Act. Nothing contained in this section shall be construed to relieve Participating Dealer of its suitability obligations under applicable FINRA Rules, including without limitation FINRA Rule 2111 and FINRA Rule 2310. Participating Dealer agrees will sell Class T shares, Class S shares, Class D shares, Class I shares and Class E shares only to ensure that, in recommending the purchase, sale or exchange of Shares extent approved by the Dealer Manager as set forth on Schedule I to a potential investor, Participating Dealer shall have reasonable grounds to believe, on the basis of information obtained from the investor concerning the investor’s investment objectives, other investments, financial situation and needsthis Agreement, and to the extent approved to sell any other information known by Participating Dealer or an associated person, that each purchaser of Shares: (A) is an “accredited investor” as that term is defined in Rule 501(a) under the Securities Act (“Accredited Investor”) and meets the other investor suitability requirements as may be established by the Company and set forth in the Memorandum; (B) has such knowledge and experience in financial and business matters that the offeree is capable of evaluating the merits and risks of an investment in the 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. Participating Dealer further represents, warrants and covenants that Participating Dealer will, in offering Shares, comply with 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 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 such proposed investor, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. Participating Dealer agrees to retain such documents and records in Participating Dealer’s records for a period of six years from the date of the applicable sale class of Shares, will only sell such Shares to otherwise comply with all applicable record keeping requirements and those persons who are eligible to make purchase such documents and records available to (i) class of Shares as described in the Dealer Manager and the Company upon request and (ii) representatives of the SEC, FINRA and applicable state securities administrators upon Participating Dealer’s receipt of an appropriate document, subpoena or other appropriate request for documents from any such agencyProspectus. Participating Dealer shall not purchase any Shares for a discretionary account without obtaining the prior written approval of Participating Dealer’s customer and such customer’s completed and executed Subscription Agreement. Nothing contained in this 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 provisions of the Prospectus. Participating 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 FINRA Rules 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. Participating 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 Participating Dealer’s receipt of a subpoena or other appropriate document request from such agency. Participating 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 MemorandumProspectus.