Common use of Prospectus and Authorized Sales Materials; Compliance with Laws Clause in Contracts

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer is not authorized or permitted to give and will not give any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Manager will supply the Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors, and the Dealer will deliver a copy of the Prospectus and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the first solicitation of an offer to sell the Shares to an investor. The Dealer agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer agrees that it will itself mail or otherwise deliver all final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, the Dealer agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state and Federal laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; and (d) this Agreement and the Prospectus as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the Dealer, the Dealer agrees to pay the Dealer’s proportionate share of any claim, demand or liability asserted against the Dealer and the other Dealers on the basis that such Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case such Dealer’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer is not authorized or permitted to give and will not give any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Manager will supply the Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors, and the Dealer will deliver a copy of the Prospectus and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the first solicitation of an offer to sell the Shares to an investor. The Dealer agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer agrees that it will itself mail or otherwise deliver all final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, the Dealer agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state and Federal laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; and (d) this Agreement and the Prospectus as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the Dealer, the Dealer agrees to pay the Dealer’s proportionate share of any claim, demand or liability asserted against the Dealer and the other Dealers on the basis that such Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case such Dealer’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Manager will supply the Dealer with with, or make available to Dealer, reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors, and the Dealer will deliver a copy of the Prospectus and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the first solicitation of an offer to sell the Shares to an investor. The Dealer agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Manager and marked “dealer only,” “financial advisor use only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Dealer Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings which have not been previously approved for such use by the Dealer Manager or the Company in writing. Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised preliminary Prospectus to each person to whom it has furnished a copy of any previous preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, the Dealer agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, including Regulation Best Interest, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the XxxxxGxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. With respect to Dealer’s use of electronic delivery of offering documents or subscription agreements and electronic signatures, Dealer agrees to comply with the applicable requirements of the Statement of Policy Regarding Use of Electronic Offering Documents And Electronic Signatures, as amended (collectively, “Electronic Signature Law”) of the North American Securities Administrators Association, Inc. (“NASAA”), as adopted by the NASAA membership on May 8, 2017, as well as the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001 et seq. (the “Electronic Signatures in Global and National Commerce Act”) and Uniform Electronic Transactions Act (the “Uniform Electronic Transactions Act”) referred to therein, as promulgated by the Uniform Conference of Commissioners on Uniform State Law in July 1999 and as adopted by the relevant jurisdiction(s) where Dealer is licensed, each as may be amended from time to time. Notwithstanding the termination of this Agreement or the payment of any amount to the Dealer, the Dealer agrees to pay the Dealer’s proportionate share of any claim, demand or liability asserted against the Dealer and the other Dealers on the basis that such Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case such Dealer’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Manager will supply the Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors, and the Dealer will deliver a copy of the Prospectus and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the first solicitation of an offer to sell the Shares to an investor. The , Dealer agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Manager and marked “dealer only,” “financial advisor use only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Dealer Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings which have not been previously approved by the Dealer Manager or the Company in writing. Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised preliminary Prospectus to each person to whom it has furnished a copy of any previous preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, the Dealer agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. With respect to Dealer’s use of electronic delivery of offering documents or subscription agreements and electronic signatures, Dealer agrees to comply with the applicable requirements of the Statement of Policy Regarding Use of Electronic Offering Documents and Electronic Signatures of the North American Securities Administrators Association, Inc. (“NASAA”), as adopted by the NASAA membership on May 8, 2017, as well as the Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act referred to therein, each as may be amended from time to time. Notwithstanding the termination of this Agreement or the payment of any amount to the Dealer, the Dealer agrees to pay the Dealer’s proportionate share of any claim, demand or liability asserted against the Dealer and the other Dealers on the basis that such Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case such Dealer’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer Broker is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Managing Dealer Manager will supply make available to the Dealer with reasonable quantities of Broker the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors. The Broker agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, and as of the Dealer will deliver time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Broker by the Managing Dealer and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Fund accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares to an investor. The Dealer agrees that it will not send or give any supplement to within the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given timeframes described in the Prospectus, a copy of the Prospectus and all previous supplements thereto and any amended Prospectus that have then been made available to that the Broker by the Managing Dealer. The Broker agrees not to deliver to any Authorized Sales Materials to any investor or has simultaneously sent potential investor, unless it is accompanied or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to preceded by the Prospectus or Authorized Sales Materialsas amended and supplemented. The Dealer Broker agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Managing Dealer Manager and marked “broker only,” “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Broker agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Managing Dealer if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. The Broker agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company Fund or the Managing Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer Broker further agrees that it will itself mail not use in connection with the offer or otherwise deliver all sale of Shares any materials or writings which have not been previously approved by the Managing Dealer or the Fund in writing. The Broker agrees, if the Managing Dealer so requests, to furnish a copy of any final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer Broker will deliver a Prospectus in transactions in the Shares for a period of 90 ninety (90) days from the effective date of the Registration Statement or such longer period as may be required by the U.S. Securities Exchange ActAct of 1934, as amended. On becoming a Dealer, and in In offering and selling Shares, the Dealer Broker agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer Broker pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 1999, as amended (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. Notwithstanding The Broker and the termination of this Agreement or the payment of any amount Managing Dealer further agree to the Dealer, the Dealer agrees to pay the Dealer’s proportionate share of any claim, demand or liability asserted against the Dealer and the other Dealers on the basis that such Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case such Dealer’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.following terms:

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Manager will supply the Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors, and the Dealer will deliver a copy of the Prospectus and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the first solicitation of an offer to sell the Shares to an investor. The Dealer agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Manager and marked “dealer only,” “financial advisor use only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Dealer Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings which have not been previously approved by the Dealer Manager or the Company in writing. Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised preliminary Prospectus to each person to whom it has furnished a copy of any previous preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, the Dealer agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. With respect to Dealer’s use of electronic delivery of offering documents or subscription agreements and electronic signatures, Dealer agrees to comply with the applicable requirements of the Statement of Policy Regarding Use of Electronic Offering Documents and Electronic Signatures of the North American Securities Administrators Association, Inc. (“NASAA”), as adopted by the NASAA membership on May 8, 2017, as well as the Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act referred to therein, each as may be amended from time to time. Notwithstanding the termination of this Agreement or the payment of any amount to the Dealer, the Dealer agrees to pay the Dealer’s proportionate share of any claim, demand or liability asserted against the Dealer and the other Dealers on the basis that such Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case such Dealer’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Manager will supply the Dealer with with, or make available to Dealer, reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors, and the Dealer will deliver a copy of the Prospectus and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the first solicitation of an offer to sell the Shares to an investor. The Dealer agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Manager and marked “dealer only,” “financial advisor use only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Dealer Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings which have not been previously approved for such use by the Dealer Manager or the Company in writing. Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised preliminary Prospectus to each person to whom it has furnished a copy of any previous preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, the Dealer agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, including Regulation Best Interest, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. With respect to Dealer’s use of electronic delivery of offering documents or subscription agreements and electronic signatures, Dealer agrees to comply with the applicable requirements of the Statement of Policy Regarding Use of Electronic Offering Documents and Electronic Signatures of the North American Securities Administrators Association, Inc. (“NASAA”), as adopted by the NASAA membership on May 8, 2017, as well as the Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act referred to therein, each as may be amended from time to time. Notwithstanding the termination of this Agreement or the payment of any amount to the Dealer, the Dealer agrees to pay the Dealer’s proportionate share of any claim, demand or liability asserted against the Dealer and the other Dealers on the basis that such Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case such Dealer’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Intermediary Manager will supply Dealer with a link to its publicly accessible website where the Dealer with reasonable quantities of may obtain the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors, and Dealer agrees that it shall have delivered (i) to each investor to whom an offer to sell the Dealer will deliver Shares if made, as of the time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Dealer by the Intermediary Manager and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Company accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to an investorthe Dealer by the Intermediary Manager. The Dealer agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Intermediary Manager and marked “dealer only,” “financial advisor use only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Intermediary Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Dealer Intermediary Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings which have not been previously approved by the Intermediary Manager or the Company in writing. Dealer agrees, if the Intermediary Manager so requests, to furnish a copy of any revised preliminary Prospectus to each person to whom it has furnished a copy of any previous preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, the Dealer agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, including Regulation Best Interest, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. With respect to Dealer’s use of electronic delivery of offering documents or subscription agreements and electronic signatures, Dealer agrees that it (1) will maintain written policies and procedures covering the delivery of electronic offering documents and the use of electronic signatures, (2) will comply with all applicable SEC rules and guidelines pertaining to electronic delivery of the Prospectus and Authorized Sales Materials and electronic signature of the Subscription Agreement, (3) will comply with the applicable requirements of the Statement of Policy Regarding Use of Electronic Offering Documents and Electronic Signatures of the North American Securities Administrators Association, Inc. (“NASAA”), as adopted by the NASAA membership on May 8, 2017 (the “Statement of Policy”), as well as the Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act referred to therein, each as may be amended from time to time, and any other applicable law, and (4) acknowledges that it is acting as an agent of the Company only with respect to the delivery of the Prospectus and Authorized Sales Materials electronically, the administration of the subscription process and the obtainment of electronic signatures and only to the extent its actions are in compliance with the Statement of Policy and the Intermediary Manager Agreement. Notwithstanding the termination of this Agreement or the payment of any amount to the Dealer, the Dealer agrees to pay the Dealer’s proportionate share of any claim, demand or liability asserted against the Dealer and the other Dealers on the basis that such Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case such Dealer’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Manager will supply the Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors, and the Dealer will deliver a copy of the Prospectus and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the first solicitation of an offer to sell the Shares to an investor. The , Dealer agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Manager and marked “dealer only,” “financial advisor use only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Dealer Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings which have not been previously approved by the Dealer Manager or the Company in writing. Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised preliminary Prospectus to each person to whom it has furnished a copy of any previous preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, the Dealer agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, including Regulation Best Interest, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. With respect to Dealer’s use of electronic delivery of offering documents or subscription agreements and electronic signatures, Dealer agrees to comply with the applicable requirements of the Statement of Policy Regarding Use of Electronic Offering Documents and Electronic Signatures of the North American Securities Administrators Association, Inc. (“NASAA”), as adopted by the NASAA membership on May 8, 2017, as well as the Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act referred to therein, each as may be amended from time to time. Notwithstanding the termination of this Agreement or the payment of any amount to the Dealer, the Dealer agrees to pay the Dealer’s proportionate share of any claim, demand or liability asserted against the Dealer and the other Dealers on the basis that such Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case such Dealer’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Manager will supply the Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors, and the Dealer will deliver a copy of the Prospectus and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the first solicitation of an offer to sell the Shares to an investor. The Dealer agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Dealer Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings which have not been previously approved by the Dealer Manager or the Company in writing. The Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised preliminary Prospectus to each person to whom it has furnished a copy of any previous preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, the Dealer agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the Dealer, the Dealer agrees to pay the Dealer’s proportionate share of any claim, demand or liability asserted against the Dealer and the other Dealers on the basis that such Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case such Dealer’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer Broker is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Managing Dealer Manager will supply Broker with a link to the Dealer with reasonable quantities of Company’s publicly accessible website (hxxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxx.xxx) where the Broker may obtain the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors. Bxxxxx agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, and as of the Dealer will deliver time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Broker by the Managing Dealer and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Company accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to an investorthe Broker by the Managing Dealer. The Dealer Broker agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer Broker agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Managing Dealer Manager and marked “broker only”, “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Broker agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Managing Dealer if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Bxxxxx agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Managing Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer Broker further agrees that it will itself mail not use in connection with the offer or otherwise deliver all sale of Shares any materials or writings which have not been previously approved by the Managing Dealer or the Company in writing. The Broker agrees, if the Managing Dealer so requests, to furnish a copy of any final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer Broker will deliver a Prospectus in transactions in the Shares for a period of 90 ninety (90) days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a DealerBroker, and in offering and selling Shares, the Dealer Broker agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer Broker pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the XxxxxGxxxx-Xxxxx-Xxxxxx Act of 1999 1999, as amended (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the DealerBroker, the Dealer Broker agrees to pay the DealerBroker’s proportionate share of any claim, demand or liability asserted against the Dealer Broker and the other Dealers Brokers on the basis that such Dealers Brokers or any of them constitute an association, unincorporated business or other separate entity, including in each case such DealerBroker’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.. Bxxxxx and the Managing Dealer further agree to the following terms:

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer Broker is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Manager Company will supply Broker with a link to its publicly accessible website (xxx.xxxxxxx.xxx) where the Dealer with reasonable quantities of Broker may obtain the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors. Xxxxxx agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, and as of the Dealer will deliver time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Broker by the Company and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Company accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to an investorthe Broker by the Company. The Dealer Broker agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer Broker agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Manager Company and marked “broker only”, “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer Broker agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Company if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Xxxxxx agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Dealer Intermediary Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer Broker further agrees that it will itself mail not use in connection with the offer or otherwise deliver all sale of Shares any materials or writings which have not been previously approved by the Intermediary Manager or the Company in writing. The Broker agrees, if the Intermediary Manager so requests, to furnish a copy of any final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer Broker will deliver a Prospectus in transactions in the Shares for a period of 90 ninety (90) days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a DealerBroker, and in offering and selling Shares, the Dealer Broker agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer Broker pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 1999, as amended (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the DealerBroker, the Dealer Broker agrees to pay the DealerBroker’s proportionate share of any claim, demand or liability asserted against the Dealer Broker and the other Dealers Brokers on the basis that such Dealers Brokers or any of them constitute an association, unincorporated business or other separate entity, including in each case such DealerBroker’s proportionate share of any expenses incurred in defending against any such claim, demand or liability. Xxxxxx and the Intermediary Manager further agree to the following terms: Broker agrees that it (1) will maintain written policies and procedures covering the delivery of electronic offering documents and the use of electronic signatures, (2) will comply with all applicable SEC rules and guidelines pertaining to electronic delivery of the Prospectus and Authorized Sales Materials and electronic signature of the Subscription Agreement, (3) will comply with all of the applicable requirements set forth in the NASAA Statement of Policy Regarding Use of Electronic Offering Documents and Electronic Signatures (the “Statement of Policy”), (4) will comply with such requirements in every U.S. jurisdiction irrespective of whether the jurisdiction has adopted the Statement of Policy, (5) acknowledges that it is acting as an agent of the Company only with respect to the delivery of the Prospectus and Authorized Sales Materials electronically, the administration of the subscription process and the obtainment of electronic signatures and only to the extent its actions are in compliance with the Statement of Policy and the Intermediary Agreement and (6) will also comply, as applicable, with The Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transaction Act and any other applicable law.

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer Broker is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Intermediary Manager will supply Broker with a link to its publicly accessible website (xxx.xxxxx.xxx) where the Dealer with reasonable quantities of Broker may obtain the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors. Xxxxxx agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, and as of the Dealer will deliver time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Broker by the Intermediary Manager and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Company accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to an investorthe Broker by the Intermediary Manager. The Dealer Broker agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer Broker agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Intermediary Manager and marked “broker only”, “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer Broker agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Intermediary Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Xxxxxx agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Dealer Intermediary Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer Broker further agrees that it will itself mail not use in connection with the offer or otherwise deliver all sale of Shares any materials or writings which have not been previously approved by the Intermediary Manager or the Company in writing. The Broker agrees, if the Intermediary Manager so requests, to furnish a copy of any final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer Broker will deliver a Prospectus in transactions in the Shares for a period of 90 ninety (90) days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a DealerBroker, and in offering and selling Shares, the Dealer Broker agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer Broker pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 1999, as amended (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the DealerBroker, the Dealer Broker agrees to pay the DealerBroker’s proportionate share of any claim, demand or liability asserted against the Dealer Broker and the other Dealers Brokers on the basis that such Dealers Brokers or any of them constitute an association, unincorporated business or other separate entity, including in each case such DealerBroker’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.. Xxxxxx and the Intermediary Manager further agree to the following terms:

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer Broker is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Managing Dealer Manager will supply Broker with a link to the Dealer with reasonable quantities of Company’s publicly accessible website (xxx.xxxxx.xxx) where the Broker may obtain the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors. Broker agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, and as of the Dealer will deliver time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Broker by the Managing Dealer and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Company accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to an investorthe Broker by the Managing Dealer. The Dealer Broker agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer Broker agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Managing Dealer Manager and marked “broker only”, “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Broker agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Managing Dealer if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Broker agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Managing Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer Broker further agrees that it will itself mail not use in connection with the offer or otherwise deliver all sale of Shares any materials or writings which have not been previously approved by the Managing Dealer or the Company in writing. The Broker agrees, if the Managing Dealer so requests, to furnish a copy of any final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer Broker will deliver a Prospectus in transactions in the Shares for a period of 90 ninety (90) days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a DealerBroker, and in offering and selling Shares, the Dealer Broker agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer Broker pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 1999, as amended (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the DealerBroker, the Dealer Broker agrees to pay the DealerBroker’s proportionate share of any claim, demand or liability asserted against the Dealer Broker and the other Dealers Brokers on the basis that such Dealers Brokers or any of them constitute an association, unincorporated business or other separate entity, including in each case such DealerBroker’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.. Broker and the Managing Dealer further agree to the following terms:

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer Broker is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Distribution Manager will supply the Dealer Broker with reasonable quantities of a link to its publicly accessible website ([ ]) where the Broker may obtain the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors. The Broker agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, and as of the Dealer will deliver time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Broker by the Distribution Manager and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Company accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to an investorthe Broker by the Distribution Manager. The Dealer Broker agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer Broker agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Distribution Manager and marked “broker only”, “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer Broker agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Distribution Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. The Broker agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Dealer Distribution Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer Broker further agrees that it will itself mail not use in connection with the offer or otherwise deliver all sale of Shares any materials or writings which have not been previously approved by the Distribution Manager or the Company in writing. The Broker agrees, if the Distribution Manager so requests, to furnish a copy of any final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer Broker will deliver a Prospectus in transactions in the Shares for a period of 90 ninety (90) days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a DealerBroker, and in offering and selling Shares, the Dealer Broker agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer Broker pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 1999, as amended (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 20012001 (the “USA Patriot Act”), and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the DealerBroker, the Dealer Broker agrees to pay the DealerBroker’s proportionate share of any claim, demand or liability asserted against the Dealer Broker and the other Dealers Brokers on the basis that such Dealers Brokers or any of them constitute an association, unincorporated business or other separate entity, including in each case such DealerBroker’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.. The Broker and the Distribution Manager further agree to the following terms:

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer Broker is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Managing Dealer Manager will supply Broker with a link to the Dealer with reasonable quantities of Company’s publicly accessible website ([WEBSITE]) where the Broker may obtain the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors. Bxxxxx agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, and as of the Dealer will deliver time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Broker by the Managing Dealer and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Company accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to an investorthe Broker by the Managing Dealer. The Dealer Broker agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer Broker agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Managing Dealer Manager and marked “broker only”, “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Broker agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Managing Dealer if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Bxxxxx agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Managing Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer Broker further agrees that it will itself mail not use in connection with the offer or otherwise deliver all sale of Shares any materials or writings which have not been previously approved by the Managing Dealer or the Company in writing. The Broker agrees, if the Managing Dealer so requests, to furnish a copy of any final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer Broker will deliver a Prospectus in transactions in the Shares for a period of 90 ninety (90) days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. · On becoming a DealerBroker, and in offering and selling Shares, the Dealer Broker agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer Broker pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the XxxxxGxxxx-Xxxxx-Xxxxxx Act of 1999 1999, as amended (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the DealerBroker, the Dealer Broker agrees to pay the DealerBroker’s proportionate share of any claim, demand or liability asserted against the Dealer Broker and the other Dealers Brokers on the basis that such Dealers Brokers or any of them constitute an association, unincorporated business or other separate entity, including in each case such DealerBroker’s proportionate share of any expenses incurred in defending against any such claim, demand or liability. · Bxxxxx and the Managing Dealer further agree to the following terms: Broker agrees that it (1) will maintain written policies and procedures covering the delivery of electronic offering documents and the use of electronic signatures, (2) will comply with all applicable SEC rules and guidelines pertaining to electronic delivery of the Prospectus and Authorized Sales Materials and electronic signature of the Subscription Agreement, (3) will comply with all of the applicable requirements set forth in the NASAA Statement of Policy Regarding Use of Electronic Offering Documents and Electronic Signatures (the “Statement of Policy”), (4) will comply with such requirements in every U.S. jurisdiction irrespective of whether the jurisdiction has adopted the Statement of Policy, (5) acknowledges that it is acting as an agent of the Company only with respect to the delivery of the Prospectus and Authorized Sales Materials electronically, the administration of the subscription process and the obtainment of electronic signatures and only to the extent its actions are in compliance with the Statement of Policy and the Intermediary Agreement and (6) will also comply, as applicable, with The Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transaction Act and any other applicable law. In consideration of the foregoing, the Managing Dealer hereby agrees that it will not reject a subscription on account of an electronic signature if such signature was obtained in the manner set forth in this Section 7.3.

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer Broker is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Intermediary Manager will supply Broker with a link to its publicly accessible website ([ ]) where the Dealer with reasonable quantities of Broker may obtain the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors. Xxxxxx agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, and as of the Dealer will deliver time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Broker by the Intermediary Manager and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Company accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to an investorthe Broker by the Intermediary Manager. The Dealer Broker agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer Broker agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Intermediary Manager and marked “broker only”, “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer Broker agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Intermediary Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Xxxxxx agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Dealer Intermediary Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer Broker further agrees that it will itself mail not use in connection with the offer or otherwise deliver all sale of Shares any materials or writings which have not been previously approved by the Intermediary Manager or the Company in writing. The Broker agrees, if the Intermediary Manager so requests, to furnish a copy of any final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer Broker will deliver a Prospectus in transactions in the Shares for a period of 90 ninety (90) days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a DealerBroker, and in offering and selling Shares, the Dealer Broker agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer Broker pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 1999, as amended (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the DealerBroker, the Dealer Broker agrees to pay the DealerBroker’s proportionate share of any claim, demand or liability asserted against the Dealer Broker and the other Dealers Brokers on the basis that such Dealers Brokers or any of them constitute an association, unincorporated business or other separate entity, including in each case such DealerBroker’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.. Xxxxxx and the Intermediary Manager further agree to the following terms:

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer Broker is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Managing Dealer Manager will supply Broker with a link to its publicly accessible website ([ ]) where the Dealer with reasonable quantities of Broker may obtain the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors. Broker agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, and as of the Dealer will deliver time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Broker by the Managing Dealer and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Company accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to an investorthe Broker by the Managing Dealer. The Dealer Broker agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer Broker agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Managing Dealer Manager and marked “broker only”, “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Broker agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Managing Dealer if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Broker agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Managing Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer Broker further agrees that it will itself mail not use in connection with the offer or otherwise deliver all sale of Shares any materials or writings which have not been previously approved by the Managing Dealer or the Company in writing. The Broker agrees to furnish a copy of any final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer Broker will deliver a Prospectus in transactions in the Shares for a period of 90 ninety (90) days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a DealerBroker, and in offering and selling Shares, the Dealer Broker agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer Broker pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 1999, as amended (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist antiterrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the DealerBroker, the Dealer Broker agrees to pay the DealerBroker’s proportionate share of any claim, demand or liability asserted against the Dealer Broker and the other Dealers Brokers on the basis that such Dealers Brokers or any of them constitute an association, unincorporated business business, or other separate entity, including in each case such DealerBroker’s proportionate share of any expenses incurred in defending against any such claim, demand or liability. Broker and the Managing Dealer further agree to the following terms: (i) Broker agrees that it (1) will maintain written policies and procedures covering the delivery of electronic offering documents and the use of electronic signatures, (2) will comply with all applicable SEC rules and guidelines pertaining to electronic delivery of the Prospectus and Authorized Sales Materials and electronic signature of the Subscription Agreement, (3) will comply with all of the applicable requirements set forth in 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”) and the NASAA Statement of Policy Regarding Use of Electronic Offering Documents and Electronic Signatures (the “Statement of Policy”), (4) will comply with such requirements in every U.S. jurisdiction irrespective of whether the jurisdiction has adopted the Statement of Policy, (5) acknowledges that it is acting as an agent of the Company only with respect to the delivery of the Prospectus and Authorized Sales Materials electronically, the administration of the subscription process and the obtainment of electronic signatures and only to the extent its actions are in compliance with the Statement of Policy and the Intermediary Agreement and (6) will also comply, as applicable, with The Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transaction Act and any other applicable law.

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Manager will supply the Dealer with reasonable quantities of or a link to a publicly accessible website where the Dealer may obtain the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors. Dealer agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, and as of the Dealer will deliver time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Dealer by the Dealer Manager and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Company accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to an investorthe Dealer by the Dealer Manager. The Dealer agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Manager and marked “"dealer only” " or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Dealer Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings which have not been previously approved by the Dealer Manager or the Company in writing. The Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised preliminary Prospectus to each person to whom it has furnished a copy of any previous preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. ACTIVE\1601796225.2 On becoming a Dealer, and in offering and selling Shares, the Dealer agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, including, as applicable, Regulation Best Interest, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer pursuant to this Agreement, including without limitation applicable FINRA rules, the privacy standards and requirements of state and Federal federal laws, including the XxxxxGramm-XxxxxLexxx-Xxxxxx Act of Xxx xx 1999 (the “GLBA”), and the laws governing anti-bribery, anti-corruption, money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Assets Control at the U.S. Department of the Treasury; , and the United States Foreign Corrupt Practices Act of 1977, as amended, and (d) this Agreement and the Prospectus as amended and supplemented. With respect to Dealer's use of electronic delivery of offering documents or subscription agreements and electronic signatures, Dealer agrees to comply with the applicable requirements of the Statement of Policy Regarding Use of Electronic Offering Documents and Electronic Signatures of the North American Securities Administrators Association, Inc. ("NASAA"), as adopted by the NASAA membership on May 8, 2017, as well as the Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act referred to therein, each as may be amended from time to time, and you agree to execute and deliver to the Company the side letter attached as Schedule III of this Agreement and abide by the terms thereof. Notwithstanding the termination of this Agreement or the payment of any amount to the Dealer, the Dealer agrees to pay the Dealer’s 's proportionate share of any claim, demand or liability asserted against the Dealer and the other Dealers on the basis that such Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case such Dealer’s 's proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Manager will supply Dealer with a link to its publicly accessible website (xxx.xxxxxxx.xxx) where the Dealer with reasonable quantities of may obtain the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors. Dealer agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, and as of the Dealer will deliver time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Dealer by the Dealer Manager and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Company accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to an investorthe Dealer by the Dealer Manager. The Dealer agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Dealer Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings which have not been previously approved for such use by the Dealer Manager or the Company in writing. The Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised preliminary Prospectus to each person to whom it has furnished a copy of any previous preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, the Dealer agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the Dealer, the Dealer agrees to pay the Dealer’s proportionate share of any claim, demand or liability asserted against the Dealer and the other Dealers on the basis that such Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case such Dealer’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Manager will supply the Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors. Dealer agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, and as of the Dealer will deliver time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Dealer by the Dealer Manager and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Company accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to an investorthe Dealer by the Dealer Manager. The Dealer agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Dealer Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings which have not been previously approved by the Dealer Manager or the Company in writing. The Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised preliminary Prospectus to each person to whom it has furnished a copy of any previous preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, the Dealer agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. Further, with respect to any use by the Dealer of electronic delivery of offering documents or subscription agreements and electronic signatures, the Dealer agrees to comply with the applicable requirements of the Statement of Policy Regarding Use of Electronic Offering Documents and Electronic Signatures of the North American Securities Administrators Association, Inc. (“NASAA”), as adopted by the NASAA membership on May 8, 2017, as well as the Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act referred to therein, each as may be amended from time to time, and the Dealer agrees to execute and deliver to the Company the side letter attached as Schedule III of this Agreement and abide by the terms thereof. Notwithstanding the termination of this Agreement or the payment of any amount to the Dealer, the Dealer agrees to pay the Dealer’s proportionate share of any claim, demand or liability asserted against the Dealer and the other Dealers on the basis that such Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case such Dealer’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer Broker is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Intermediary Manager will supply Broker with a link to the Dealer with reasonable quantities of Fund’s publicly accessible website where the Broker may obtain the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors. Broker agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, and as of the Dealer will deliver time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Broker by the Intermediary Manager and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Fund accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to an investorthe Broker by the Intermediary Manager. The Dealer Broker agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer Broker agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Intermediary Manager and marked “broker only”, “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer Broker agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Intermediary Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Xxxxxx agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company Fund or the Dealer Intermediary Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer Broker further agrees that it will itself mail not use in connection with the offer or otherwise deliver all sale of Shares any materials or writings which have not been previously approved by the Intermediary Manager or the Fund in writing. The Broker agrees, if the Intermediary Manager so requests, to furnish a copy of any final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer Broker will deliver a Prospectus in transactions in the Shares for a period of 90 ninety (90) days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a DealerBroker, and in offering and selling Shares, the Dealer Broker agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer Broker pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 1999, as amended (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the DealerBroker, the Dealer Broker agrees to pay the DealerBroker’s proportionate share of any claim, demand or liability asserted against the Dealer Broker and the other Dealers Brokers on the basis that such Dealers Brokers or any of them constitute an association, unincorporated business or other separate entity, including in each case such DealerBroker’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.. Xxxxxx and the Intermediary Manager further agree to the following terms:

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer Broker is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Managing Dealer Manager will supply Broker with a link to the Dealer with reasonable quantities of Company’s publicly accessible website (xxx.xxxxx.xxx) where the Broker may obtain the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors. Xxxxxx agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, and as of the Dealer will deliver time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Broker by the Managing Dealer and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Company accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to an investorthe Broker by the Managing Dealer. The Dealer Broker agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer Broker agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Managing Dealer Manager and marked “broker only”, “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Broker agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Managing Dealer if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Xxxxxx agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Managing Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer Broker further agrees that it will itself mail not use in connection with the offer or otherwise deliver all sale of Shares any materials or writings which have not been previously approved by the Managing Dealer or the Company in writing. The Broker agrees, if the Managing Dealer so requests, to furnish a copy of any final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer Broker will deliver a Prospectus in transactions in the Shares for a period of 90 ninety (90) days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a DealerBroker, and in offering and selling Shares, the Dealer Broker agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer Broker pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 1999, as amended (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC, FinCEN and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the DealerBroker, the Dealer Broker agrees to pay the DealerBroker’s proportionate share of any claim, demand or liability asserted against the Dealer Broker and the other Dealers Brokers on the basis that such Dealers Brokers or any of them constitute an association, unincorporated business or other separate entity, including in each case such DealerBroker’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.. Xxxxxx and the Managing Dealer further agree to the following terms:

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Manager will supply Dealer with a link to its publicly accessible website (xxx.xxxxx.xxx) where the Dealer with reasonable quantities of may obtain the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors. Dealer agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, and as of the Dealer will deliver time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Dealer by the Dealer Manager and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Company accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to an investorthe Dealer by the Dealer Manager. The Dealer agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Dealer Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings which have not been previously approved by the Dealer Manager or the Company in writing. The Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised preliminary Prospectus to each person to whom it has furnished a copy of any previous preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, the Dealer agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the Dealer, the Dealer agrees to pay the Dealer’s proportionate share of any claim, demand or liability asserted against the Dealer and the other Dealers on the basis that such Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case such Dealer’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Manager will supply the Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors. Dealer agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, and as of the Dealer will deliver time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been supplied to the Dealer by the Dealer Manager and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Company accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been supplied to an investorthe Dealer by the Dealer Manager. The Dealer agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Dealer Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings which have not been previously approved by the Dealer Manager or the Company in writing. The Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised preliminary Prospectus to each person to whom it has furnished a copy of any previous preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, the Dealer agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the Dealer, the Dealer agrees to pay the Dealer’s proportionate share of any claim, demand or liability asserted against the Dealer and the other Dealers on the basis that such Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case such Dealer’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer Broker is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Managing Dealer Manager will supply Broker with a link to the Dealer with reasonable quantities of Company’s publicly accessible website (wxx.xxxxx.xxx) where the Broker may obtain the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors. Broker agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, and as of the Dealer will deliver time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Broker by the Managing Dealer and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Company accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to an investorthe Broker by the Managing Dealer. The Dealer Broker agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer Broker agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Managing Dealer Manager and marked “broker only”, “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Broker agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Managing Dealer if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Broker agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Managing Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer Broker further agrees that it will itself mail not use in connection with the offer or otherwise deliver all sale of Shares any materials or writings which have not been previously approved by the Managing Dealer or the Company in writing. The Broker agrees, if the Managing Dealer so requests, to furnish a copy of any final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer Broker will deliver a Prospectus in transactions in the Shares for a period of 90 ninety (90) days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a DealerBroker, and in offering and selling Shares, the Dealer Broker agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer Broker pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the XxxxxGxxxx-Xxxxx-Xxxxxx Act of 1999 1999, as amended (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the DealerBroker, the Dealer Broker agrees to pay the DealerBroker’s proportionate share of any claim, demand or liability asserted against the Dealer Broker and the other Dealers Brokers on the basis that such Dealers Brokers or any of them constitute an association, unincorporated business or other separate entity, including in each case such DealerBroker’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.. Broker and the Managing Dealer further agree to the following terms:

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer Broker is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Manager Company will supply Broker with a link to its publicly accessible website (xxx.XXXXXXX.xxx) where the Dealer with reasonable quantities of Broker may obtain the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors. Xxxxxx agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, and as of the Dealer will deliver time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Broker by the Company and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Company accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to an investorthe Broker by the Company. The Dealer Broker agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer Broker agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Manager Company and marked “broker only”, “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer Broker agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Company if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Xxxxxx agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Dealer Intermediary Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer Broker further agrees that it will itself mail not use in connection with the offer or otherwise deliver all sale of Shares any materials or writings which have not been previously approved by the Intermediary Manager or the Company in writing. The Broker agrees, if the Intermediary Manager so requests, to furnish a copy of any final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer Broker will deliver a Prospectus in transactions in the Shares for a period of 90 ninety (90) days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a DealerBroker, and in offering and selling Shares, the Dealer Broker agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer Broker pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 1999, as amended (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the DealerBroker, the Dealer Broker agrees to pay the DealerBroker’s proportionate share of any claim, demand or liability asserted against the Dealer Broker and the other Dealers Brokers on the basis that such Dealers Brokers or any of them constitute an association, unincorporated business or other separate entity, including in each case such DealerBroker’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.. Xxxxxx and the Intermediary Manager further agree to the following terms:

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer Broker is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Intermediary Manager will supply the Dealer Broker with reasonable quantities of a link to its publicly accessible website (hxxxx://xxxxxxxxxxxxxxxx.xxx/xxxxxxxxxx-solutions/asif/) where the Broker may obtain the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors. The Broker agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, and as of the Dealer will deliver time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Broker by the Intermediary Manager and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Fund accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to an investorthe Broker by the Intermediary Manager. The Dealer Broker agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer Broker agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Intermediary Manager and marked “broker only”, “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer Broker agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Intermediary Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. The Broker agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company Fund or the Dealer Intermediary Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer Broker further agrees that it will itself mail not use in connection with the offer or otherwise deliver all sale of Shares any materials or writings which have not been previously approved by the Intermediary Manager or the Fund in writing. The Broker agrees, if the Intermediary Manager so requests, to furnish a copy of any final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer Broker will deliver a Prospectus in transactions in the Shares for a period of 90 ninety (90) days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a DealerBroker, and in offering and selling Shares, the Dealer Broker agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer Broker pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the XxxxxGxxxx-Xxxxx-Xxxxxx Act of 1999 1999, as amended (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the DealerBroker, the Dealer Broker agrees to pay the DealerBroker’s proportionate share of any claim, demand or liability asserted against the Dealer Broker and the other Dealers Brokers on the basis that such Dealers Brokers or any of them constitute an association, unincorporated business or other separate entity, including in each case such DealerBroker’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.. The Broker and the Intermediary Manager further agree to the following terms:

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer is not authorized or permitted to give and will not give any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Manager will supply the Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors, and the Dealer will deliver a copy of the Prospectus and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the first solicitation of an offer to sell the Shares to an investor. The Dealer agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Dealer Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. The Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings which have not been previously approved by the Dealer Manager or the Company in writing. The Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer agrees that it will itself mail or otherwise deliver all final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, the Dealer agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state and Federal laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; and (d) this Agreement and the Prospectus as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the Dealer, the Dealer agrees to pay the Dealer’s proportionate share of any claim, demand or liability asserted against the Dealer and the other Dealers on the basis that such Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case such Dealer’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer is not authorized or permitted to give give, and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Manager will supply the Dealer with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors, and the Dealer will deliver a copy of the Prospectus and all supplements thereto and any amended Prospectus to each investor to whom an offer is made prior to or simultaneously with the first solicitation of an offer to sell the Shares to an investor. The Dealer agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which that is supplied to it by the Dealer Manager and marked “dealer only,” “financial advisor use only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Dealer Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing which that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend which that states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings which have not been previously approved by the Dealer Manager or the Company in writing. Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised preliminary Prospectus to each person to whom it has furnished a copy of any previous preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, the Dealer agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLBAGLB Act”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act Act) of 2001, as amended (the “USA PATRIOT Act”), and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. With respect to Dealer’s use of electronic delivery of offering documents or subscription agreements and electronic signatures, Dealer agrees to comply with the applicable requirements of the Statement of Policy Regarding Use of Electronic Offering Documents and Electronic Signatures of the North American Securities Administrators Association, Inc. (“NASAA”), as adopted by the NASAA membership on May 8, 2017, as well as the Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act referred to therein, each as may be amended from time to time. Notwithstanding the termination of this Agreement or the payment of any amount to the Dealer, the Dealer agrees to pay the Dealer’s proportionate share of any claim, demand or liability asserted against the Dealer and the other Dealers on the basis that such Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case such Dealer’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer Broker is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Managing Dealer Manager will supply Broker with a link to its publicly accessible website ([__]) where the Dealer with reasonable quantities of Broker may obtain the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors. Xxxxxx agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, and as of the Dealer will deliver time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Broker by the Managing Dealer and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Company accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to an investorthe Broker by the Managing Dealer. The Dealer Broker agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer Broker agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Managing Dealer Manager and marked “broker only”, “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Broker agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Managing Dealer if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Xxxxxx agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Managing Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer Broker further agrees that it will itself mail not use in connection with the offer or otherwise deliver all sale of Shares any materials or writings which have not been previously approved by the Managing Dealer or the Company in writing. The Broker agrees to furnish a copy of any final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer Broker will deliver a Prospectus in transactions in the Shares for a period of 90 ninety (90) days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a DealerBroker, and in offering and selling Shares, the Dealer Broker agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer Broker pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 1999, as amended (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the DealerBroker, the Dealer Broker agrees to pay the DealerBroker’s proportionate share of any claim, demand or liability asserted against the Dealer Broker and the other Dealers Brokers on the basis that such Dealers Brokers or any of them constitute an association, unincorporated business business, or other separate entity, including in each case such DealerBroker’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.. Xxxxxx and the Managing Dealer further agree to the following terms:

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer Broker is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Intermediary Manager will supply Broker with a link to its publicly accessible website ([ ]) where the Dealer with reasonable quantities of Broker may obtain the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors. Xxxxxx agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, and as of the Dealer will deliver time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Broker by the Intermediary Manager and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Company accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to an investorthe Broker by the Intermediary Manager. The Dealer Broker agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer Xxxxxx agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Intermediary Manager and marked “broker only”, “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer Broker agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Intermediary Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Xxxxxx agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Dealer Intermediary Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer Broker further agrees that it will itself mail not use in connection with the offer or otherwise deliver all sale of Shares any materials or writings which have not been previously approved by the Intermediary Manager or the Company in writing. The Broker agrees, if the Intermediary Manager so requests, to furnish a copy of any final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer Broker will deliver a Prospectus in transactions in the Shares for a period of 90 ninety (90) days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a DealerBroker, and in offering and selling Shares, the Dealer Broker agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer Broker pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 1999, as amended (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the DealerBroker, the Dealer Broker agrees to pay the DealerBroker’s proportionate share of any claim, demand or liability asserted against the Dealer Broker and the other Dealers Brokers on the basis that such Dealers Brokers or any of them constitute an association, unincorporated business or other separate entity, including in each case such DealerBroker’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.. Xxxxxx and the Intermediary Manager further agree to the following terms:

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Manager will supply the Dealer with reasonable quantities of or a link to a publicly accessible website where the Dealer may obtain the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors. Dealer agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, and as of the Dealer will deliver time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Dealer by the Dealer Manager and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Company accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to an investorthe Dealer by the Dealer Manager. The Dealer agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Manager and marked “"dealer only” " or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Dealer Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings which have not been previously approved by the Dealer Manager or the Company in writing. The Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised preliminary Prospectus to each person to whom it has furnished a copy of any previous preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, the Dealer agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, including, as applicable, Regulation Best Interest, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer pursuant to this Agreement, including without limitation applicable FINRA rules, the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLBA”), and the laws governing anti-bribery, anti-corruption, money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Assets Control at the U.S. Department of the Treasury; , and the United States Foreign Corrupt Practices Act of 1977, as amended, and (d) this Agreement and the Prospectus as amended and supplemented. With respect to Dealer's use of electronic delivery of offering documents or subscription agreements and electronic signatures, Dealer agrees to comply with the applicable requirements of the Statement of Policy Regarding Use of Electronic Offering Documents and Electronic Signatures of the North American Securities Administrators Association, Inc. ("NASAA"), as adopted by the NASAA membership on May 8, 2017, as well as the Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act referred to therein, each as may be amended from time to time, and you agree to execute and deliver to the Company the side letter attached as Schedule III of this Agreement and abide by the terms thereof. Notwithstanding the termination of this Agreement or the payment of any amount to the Dealer, the Dealer agrees to pay the Dealer’s 's proportionate share of any claim, demand or liability asserted against the Dealer and the other Dealers on the basis that such Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case such Dealer’s 's proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Manager will supply the Dealer with reasonable quantities of or a link to a publicly accessible website where the Dealer may obtain the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors. Dealer agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, and as of the Dealer will deliver time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Dealer by the Dealer Manager and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Company accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to an investorthe Dealer by the Dealer Manager. The Dealer agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Manager and marked “"dealer only” " or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Dealer Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings which have not been previously approved by the Dealer Manager or the Company in writing. The Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised preliminary Prospectus to each person to whom it has furnished a copy of any previous preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, the Dealer agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, including, as applicable, Regulation Best Interest, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer pursuant to this Agreement, including without limitation applicable FINRA rules, the privacy standards and requirements of state and Federal federal laws, including the XxxxxGxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLBA”), and the laws governing anti-bribery, anti-corruption, money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Assets Control at the U.S. Department of the Treasury; , and the United States Foreign Corrupt Practices Act of 1977, as amended, and (d) this Agreement and the Prospectus as amended and supplemented. With respect to Dealer's use of electronic delivery of offering documents or subscription agreements and electronic signatures, Dealer agrees to comply with the applicable requirements of the Statement of Policy Regarding Use of Electronic Offering Documents and Electronic Signatures of the North American Securities Administrators Association, Inc. ("NASAA"), as adopted by the NASAA membership on May 8, 2017, as well as the Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act referred to therein, each as may be amended from time to time, and you agree to execute and deliver to the Company the side letter attached as Schedule III of this Agreement and abide by the terms thereof. Notwithstanding the termination of this Agreement or the payment of any amount to the Dealer, the Dealer agrees to pay the Dealer’s 's proportionate share of any claim, demand or liability asserted against the Dealer and the other Dealers on the basis that such Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case such Dealer’s 's proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Manager will supply Dealer with (a) a link to its publicly accessible website where the Dealer with reasonable quantities of may obtain the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors, and or (b) at the request of Dealer, reasonable quantities of such materials. Dealer will deliver agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, as of the time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Dealer by the Dealer Manager and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Company accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to an investorthe Dealer by the Dealer Manager. The Dealer agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Manager and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Dealer Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Dealer agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer further agrees that it will not use in connection with the offer or sale of Shares any materials or writings which have not been previously approved by the Dealer Manager or the Company in writing. The Dealer agrees, if the Dealer Manager so requests, to furnish a copy of any revised preliminary Prospectus to each person to whom it has furnished a copy of any previous preliminary Prospectus, and further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer will deliver a Prospectus in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and in offering and selling Shares, the Dealer agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. Further, with respect to any use by the Dealer of electronic delivery of offering documents or subscription agreements and electronic signatures, the Dealer agrees to comply with the applicable requirements of the Statement of Policy Regarding Use of Electronic Offering Documents and Electronic Signatures of the North American Securities Administrators Association, Inc. (“NASAA”), as adopted by the NASAA membership on May 8, 2017, as well as the Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act referred to therein, each as may be amended from time to time, and the Dealer agrees to execute and deliver to the Company the side letter attached as Schedule III of this Agreement and abide by the terms thereof. Notwithstanding the termination of this Agreement or the payment of any amount to the Dealer, the Dealer agrees to pay the Dealer’s proportionate share of any claim, demand or liability asserted against the Dealer and the other Dealers on the basis that such Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case such Dealer’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer Broker is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Managing Dealer Manager will supply Broker with a link to the Dealer with reasonable quantities of Company’s publicly accessible website (xxxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxx.xxx) where the Broker may obtain the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors. Xxxxxx agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, and as of the Dealer will deliver time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Broker by the Managing Dealer and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Company accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to an investorthe Broker by the Managing Dealer. The Dealer Broker agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer Broker agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Managing Dealer Manager and marked “broker only”, “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Broker agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Managing Dealer if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Xxxxxx agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Managing Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer Broker further agrees that it will itself mail not use in connection with the offer or otherwise deliver all sale of Shares any materials or writings which have not been previously approved by the Managing Dealer or the Company in writing. The Broker agrees, if the Managing Dealer so requests, to furnish a copy of any final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer Broker will deliver a Prospectus in transactions in the Shares for a period of 90 ninety (90) days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a DealerBroker, and in offering and selling Shares, the Dealer Broker agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer Broker pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 1999, as amended (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the DealerBroker, the Dealer Broker agrees to pay the DealerBroker’s proportionate share of any claim, demand or liability asserted against the Dealer Broker and the other Dealers Brokers on the basis that such Dealers Brokers or any of them constitute an association, unincorporated business or other separate entity, including in each case such DealerBroker’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.. Xxxxxx and the Managing Dealer further agree to the following terms:

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer Broker is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Distribution Manager will supply the Dealer Broker with reasonable quantities of a link to its publicly accessible website (xxxxx://xxx.xxxxxxxxxxxxxxxxx.xxx) where the Broker may obtain the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors. The Broker agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, and as of the Dealer will deliver time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Broker by the Distribution Manager and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Company accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to an investorthe Broker by the Distribution Manager. The Dealer Broker agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer Broker agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Distribution Manager and marked “broker only”, “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer Broker agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Distribution Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. The Broker agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company or the Dealer Distribution Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer Broker further agrees that it will itself mail not use in connection with the offer or otherwise deliver all sale of Shares any materials or writings which have not been previously approved by the Distribution Manager or the Company in writing. The Broker agrees, if the Distribution Manager so requests, to furnish a copy of any final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer Broker will deliver a Prospectus in transactions in the Shares for a period of 90 ninety (90) days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a DealerBroker, and in offering and selling Shares, the Dealer Broker agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer Broker pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 1999, as amended (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 20012001 (the “USA Patriot Act”), and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the DealerBroker, the Dealer Broker agrees to pay the DealerBroker’s proportionate share of any claim, demand or liability asserted against the Dealer Broker and the other Dealers Brokers on the basis that such Dealers Brokers or any of them constitute an association, unincorporated business or other separate entity, including in each case such DealerBroker’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.. The Broker and the Distribution Manager further agree to the following terms:

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer Broker is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Intermediary Manager will supply the Dealer Broker with reasonable quantities of a link to its publicly accessible website (xxxxx://xxxxxxxxxxxxxxxx.xxx/investment-solutions/asif/) where the Broker may obtain the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors. The Broker agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, and as of the Dealer will deliver time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Broker by the Intermediary Manager and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Fund accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to an investorthe Broker by the Intermediary Manager. The Dealer Broker agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer Broker agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Intermediary Manager and marked “broker only”, “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer Broker agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Intermediary Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. The Broker agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company Fund or the Dealer Intermediary Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer Broker further agrees that it will itself mail not use in connection with the offer or otherwise deliver all sale of Shares any materials or writings which have not been previously approved by the Intermediary Manager or the Fund in writing. The Broker agrees, if the Intermediary Manager so requests, to furnish a copy of any final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer Broker will deliver a Prospectus in transactions in the Shares for a period of 90 ninety (90) days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a DealerBroker, and in offering and selling Shares, the Dealer Broker agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer Broker pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 1999, as amended (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the DealerBroker, the Dealer Broker agrees to pay the DealerBroker’s proportionate share of any claim, demand or liability asserted against the Dealer Broker and the other Dealers Brokers on the basis that such Dealers Brokers or any of them constitute an association, unincorporated business or other separate entity, including in each case such DealerBroker’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.. The Broker and the Intermediary Manager further agree to the following terms:

Prospectus and Authorized Sales Materials; Compliance with Laws. The Dealer Broker is not authorized or permitted to give and will not give give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Dealer Intermediary Manager will supply the Dealer Broker with reasonable quantities of a link to its publicly accessible website (xxxxx://xxxxxxxxxxxxxxxx.xxx/investment-solutions/asif/) where the Broker may obtain the Prospectus, any supplements thereto and any amended Prospectus, as well as any Authorized Sales Materials, for delivery to investors. The Broker agrees that it shall have delivered (i) to each investor to whom an offer to sell the Shares is made, and as of the Dealer will deliver time of such offer, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to the Broker by the Intermediary Manager and (ii) to each investor that subscribes for an order to whom an offer is made prior purchase Shares, as of the time the Fund accepts such investor’s order to or simultaneously with the first solicitation of an offer to sell purchase the Shares within the timeframes described in the Prospectus, a copy of the Prospectus and all supplements thereto and any amended Prospectus that have then been made available to an investorthe Broker by the Intermediary Manager. The Dealer Broker agrees that it will not send or give any supplement to the Prospectus or any Authorized Sales Materials to an investor unless it has previously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus to that investor or has simultaneously sent or given a Prospectus and all previous supplements thereto and any amended Prospectus with such supplement to the Prospectus or Authorized Sales Materials. The Dealer Broker agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Intermediary Manager and marked “broker only”, “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. The Dealer Broker agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Intermediary Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. The Broker agrees that it will not use in connection with the offer or sale of Shares any material or writing which relates to another company supplied to it by the Company Fund or the Dealer Intermediary Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the company to which it relates. The Dealer Broker further agrees that it will itself mail not use in connection with the offer or otherwise deliver all sale of Shares any materials or writings which have not been previously approved by the Intermediary Manager or the Fund in writing. The Broker agrees, if the Intermediary Manager so requests, to furnish a copy of any final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regardless of the termination of this Agreement, the Dealer Broker will deliver a Prospectus in transactions in the Shares for a period of 90 ninety (90) days from the effective date of the Registration Statement or such longer period as may be required by the Exchange Act. On becoming a DealerBroker, and in offering and selling Shares, the Dealer Broker agrees to comply with all the applicable requirements imposed upon it under (a) the Securities Act, the Exchange Act and the rules and regulations of the Commission SEC promulgated under both such acts, (b) all applicable state securities laws and regulations as from time to time in effect, (c) any other state state, federal, foreign and Federal other laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer Broker pursuant to this Agreement, including without limitation the privacy standards and requirements of state and Federal federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999 1999, as amended (the “GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the Commission SEC and FINRA, the Bank Secrecy Act, as amended, the USA PATRIOT Act of 2001Patriot Act, and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; , and (d) this Agreement and the Prospectus as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the DealerBroker, the Dealer Broker agrees to pay the DealerBroker’s proportionate share of any claim, demand or liability asserted against the Dealer Broker and the other Dealers Brokers on the basis that such Dealers Brokers or any of them ​ ​ constitute an association, unincorporated business or other separate entity, including in each case such DealerBroker’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.. The Broker and the Intermediary Manager further agree to the following terms: