Common use of Purchase of Shares Clause in Contracts

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "Order"). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent"), or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of Shares.

Purchase of Shares. On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, the Company and the Dealer Manager hereby appoint Ameriprise as a Selected Dealer for the Shares during the period from the date hereof to the Termination Date (the “Effective Term”), including the Shares to be issued pursuant to the DRIP. Subject to the performance by the Company and the Dealer Manager of all obligations to be performed by it hereunder and the completeness and accuracy of all of its representations and warranties, Ameriprise agrees to use its best efforts, during the term of this Agreement, to offer and sell such number of Shares as contemplated by this Agreement at the price stated in the Prospectus, as the same may be adjusted from time to time. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP Prospectus (each such purchase hereinafter defined as an "Order"a “Subscription”). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Ameriprise a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectusProspectus, or such other per share price as may be applicable pursuant to the DRIP, in which case no selling commission, marketing support fee or dealer manager fee shall be paid) payable to The Bank of New York, as escrow agent (the "Escrow Agent")Ameriprise, or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorAmeriprise. For investors residing in certain states, an order form A subscription agreement in the form attached to agreed upon by Ameriprise and the Prospectus Company (each an "Order Form"a “Subscription Agreement”) must be completed and submitted to the CompanyCompany for all investors. On a daily basis, you Ameriprise will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You Ameriprise also will forward all Order Forms Subscription Agreements received by Ameriprise to the CompanyCompany by the third business day following their receipt in good order by Ameriprise. You Ameriprise shall use your its best efforts to wire such funds or transmit checks to an account designated by the Escrow Agent Company in writing (the “Deposit Account”) not later than noon of the next business day after receipt by you Ameriprise from your its customer of each OrderSubscription except that, in any case in which Ameriprise maintains a branch office, and, pursuant to Ameriprise’s internal supervisory procedures, final internal supervisory review is conducted at a different location, the branch office shall transmit the offering price for the Shares and the Subscription Agreements to the Ameriprise office conducting such internal supervisory review by the close of business on the third business day following their receipt by the branch office in good order and Ameriprise shall review the Subscription Agreements to ensure their proper execution and form and, if they are acceptable, transmit the offering price for the Shares covered by the Subscription Agreements to the Deposit Account by the close of business on the third business day after their receipt by Ameriprise. You Ameriprise will advise the Escrow Agent Company’s transfer agent whether the funds you are Ameriprise is submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. The parties acknowledge that any receipt by Ameriprise of payments for subscriptions for Shares shall be effected solely as an administrative convenience, and such receipt of payments shall not be deemed to constitute acceptance of Subscriptions to purchase Shares or sales of Shares by the Company. All Orders Subscriptions solicited by you Ameriprise will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order Subscription or to accept or reject Orders Subscriptions in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Ordera Subscription, the Company must accept or reject such OrderSubscription. If the Company elects to reject such OrderSubscription, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's ’s funds submitted with such application and any interest earned thereon. If you receive Ameriprise receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order Subscription shall be deemed accepted. You agree Ameriprise agrees to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's ’s financial situation and investment objectives. You agree Ameriprise agrees to maintain, for at least six years, records maintain copies of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of SharesSubscriptions received from investors.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "Order"). Persons desiring to purchase Shares are required to (i) deliver to you, you or the appropriate Selected Dealer or Selected Investment Advisor a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectusProspectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Deutsche Bank of New YorkTrust Company Americas, as escrow agent (the "Escrow Agent"), or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorDealer. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx Keogh plans, or any other employee benefit plan subject to Title I of the xxx Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records maintain copies of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of SharesOrders received from investors.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "“Order"”). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Ameriprise a check in the amount of $10 the aggregate dollar amount of Common Shares desired to be purchased at the gross offering price per Share purchased in effect from time to time (subject to certain volume discounts or other discounts as described in the prospectusProspectus, or such other per share price as may be applicable pursuant to the DRIPOffering) payable to The Bank of New York, as escrow agent (the "Escrow Agent")Ameriprise, or (ii) authorize a debit of such amount to the account such purchaser maintains with you, Ameriprise. A subscription agreement as mutually agreed upon by Ameriprise and the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an order form in Company substantially similar to the form of subscription agreement attached to the Prospectus (each an "Order Form"a “Subscription Agreement”) must be completed and submitted to the CompanyCompany for all investors. On a daily basisCNL Capital Markets Corp. and American Enterprise Investment Services, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of Inc. (if applicable“AEIS”), an affiliate of Ameriprise, are parties to that certain Alternative Investment Product Networking Services Agreement, dated March 20, 2012, as amended (the number “AIP Networking Agreement”), pursuant to which the broker-controlled accounts of Shares purchased by, any election to participate Ameriprise’s customers that invest in the DRIP by, Company will be processed and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investorserviced. All Orders solicited by you Ameriprise will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser and Ameriprise of such fact and cause the return of such purchaser's ’s funds submitted with such application and any interest earned thereonSubscription Agreement. No payment of Selling Commissions or the Marketing Fee will be made with respect to Orders (or portions thereof) which are rejected by the Company. If you receive Ameriprise receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree Ameriprise agrees to make every commercially reasonable effort efforts to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding regarding, among other things, such purchaser's ’s age, investment experience, financial situation and investment objectives. You agree Ameriprise agrees to maintain, for at least six years, records maintain copies of the Orders received from investors and of the other information used by you to determine whether an investment in Shares is suitable and appropriate obtained from investors, including the Subscription Agreements for a potential purchaser minimum of Sharessix (6) years from the date of sale and will make such information available to the Company upon request by the Company.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "Order"). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent"), or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx Keogh plans, or any other employee benefit plan subject to Title I of the xxx Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection is received by you within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of Shares.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "Order"). Persons desiring to purchase Shares are required to (ia) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent"), or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basisAs General Distributor, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, shall have the total amount debited from investor accounts right to accept or reject orders for the purchase of Shares along at your discretion, provided, however, that you agree not to exercise that discretion in a manner inconsistent with the Trust=s obligations under any participation agreement to which the Trust is a party and to which the Shares are subject. Any consideration which you may receive in connection with a list including rejected purchase order will be returned promptly. Shares of the nameFund may be sold by you only at net asset value without sales charge upon receipt of Federal Funds for the purchase of any Shares sold by you pursuant to provisions hereof. (b) You agree promptly to issue or to cause the duly appointed transfer or shareholder servicing agent of the Fund to issue as your agent confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the Trust. The net asset value of all Shares which are the subject of such confirmations, address and telephone number ofcomputed in accordance with the applicable rules under the 1940 Act, shall be a liability of the General Distributor to the Trust to be paid promptly after receipt of payment from the authorized insurance company, dealer or broker (collectively, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, authorized "insurance company") and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 eleven business days after such rejectionconfirmation even if you have not actually received payment from the authorized insurance company or investor. In no event shall the General Distributor make payment to the Trust later than permitted by applicable rules of the National Association of Securities Dealers, it Inc. Notwithstanding the provisions of part (a) of this Section 3 of this Agreement, purchase orders received from an authorized insurance company after the latest determination of the Fund's net asset value on a regular business day will notify receive that latest net asset value if the purchaser request to the authorized insurance company by its customer to arrange such purchase prior to the latest determination of the Fund's net asset value that day complies with the requirements governing such fact and cause requests as stated in the return current Prospectus and/or SAI. (c) If the authorized insurance company shall fail to make timely settlement of such purchaser's funds submitted its purchase order in accordance with such application and any interest earned thereon. If you receive no notice applicable rules of rejection within the foregoing time limits National Association of Securities Dealers, Inc., or if funds submitted by any purchaser shall fail to make good payment for Shares in a timely manner, you shall have the purchaser are released from escrow right to cancel such purchase order and, at your account and risk, to hold responsible the Company within the foregoing time limits, the Order shall be deemed acceptedauthorized insurance company or investor. You agree promptly to reimburse the Trust for losses suffered by it that are attributable to any such cancellation, or to errors on your part in relation to the effective date of accepted purchase orders, limited to the amount that such losses exceed contemporaneous gains realized by the Trust for either of such reasons with respect to other purchase orders. (d) In the case of a canceled purchase for the account of a directly purchasing shareholder, the Trust agrees that if such investor fails to make every reasonable effort you whole for any loss you pay to determine the Trust on such canceled purchase order, the Trust will reimburse you for such loss to the extent of the aggregate redemption proceeds of any other Shares of the Fund owned by such investor, on your demand that the purchase Trust exercise its right to claim such redemption proceeds. The Trust shall register or cause to be registered all Shares sold to you pursuant to the provisions hereof in such names and amounts as you may request from time to time and the Trust shall issue or cause to be issued certificates evidencing such Shares for delivery to you or pursuant to your direction if and to the extent that the shareholder account in question contemplates the issuance of such certificates. All Shares is a suitable when so issued and appropriate investment for each potential purchaser of Shares based on information provided paid for, shall be fully paid and non-assessable by such purchaser regarding such purchaser's financial situation and investment objectives. You agree the Trust to maintain, for at least six years, records of the information used by you to determine whether an investment extent set forth in Shares is suitable and appropriate for a potential purchaser of Sharesthe current Prospectus and/or SAI.

Purchase of Shares. The purchase of Shares must be made during Upon the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant terms and subject to the DRIP conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, Seller agrees to sell, transfer, convey, assign and deliver to Buyer, and Buyer agrees to acquire and buy from Seller, the Shares, free and clear of all liens immediately upon receipt of the requisite consent of Seller’s Lenders. (each a) Pending delivery of the Shares, Seller agrees to convey to Buyer, and Buyer agrees to assume from Seller, all of the economic benefits and burdens of the Owner and of ownership of the Vessel. In furtherance of the foregoing, as of 12:01 AM, Athens Time, on the Initial Closing Date (as defined below), Seller shall cause the Owner to hold any funds received from whatever source on account and to the benefit of the Buyer, subject to payment of the Owner’s liabilities and obligations; provided, however, that Seller shall not permit the Owner to incur any new obligations or liabilities without the consent of Buyer. It is clarified that any earnings of the Owner collected or to be collected by the Owner and any and all expenses incurred or to be incurred by the Owner in connection with the time up to 12.00 A.M. Athens time on the Initial Closing Date as defined below shall be to the benefit or at the expense respectively of Seller. (b) Commencing from Initial Closing Date, Seller shall cause all charter hire to be received at the account of the Owner with the Lending Bank as per Main Terms of Charter Party forming Exhibit A and with effect from the Initial Closing Date will cause the full amount of such purchase hereinafter defined as an "Order"). Persons desiring charter hire to purchase Shares are required be utilized from such account to cover: (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent"), or Vessel’s running expenses under her management by CARDIFF MARINE INC.; (ii) authorize a debit the retention account for the payment of such amount principal under the relevant loan facility agreement between the Owner and HSH NORDBANK AG; (iii) the interest and any other amounts payable under the relevant loan; (iv) any liquidity requirements for the relevant loan; (v) any contractual liabilities of the Owner pursuant to any swap agreements (vi) any other obligations that have been incurred with Buyer’s consent. The surplus, if any, from the above,-will be held by the Owner for the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an order form in the form attached of Buyer and shall be distributed / remitted to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor Buyer on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance request as permitted by the Company existing loan and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of Sharessecurity documents.

Purchase of Shares. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser hereby subscribes for and agrees to purchase, on the Closing Date (as defined below), and the Company hereby agrees to issue and sell to the Purchaser, the Shares at a price of $8.57 per Share. The purchase price for the Shares will be payable through the Purchaser's payment to the Company on the Closing Date of Shares must be made during the offering period described cash in the Prospectus, or after such offering period in aggregate amount set forth on the case signature page hereof. The closing of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "Order"). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent"), or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of the Shares along with a list including shall take place on the name, address and telephone number of, the social security number date hereof or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by date as the Company and the Company reserves Purchaser mutually agree (the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow "CLOSING DATE"). (b) The Purchaser acknowledges to the Company within that he understands and agrees, as follows: THE SHARES HAVE NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SHARES ARE A HIGHLY SPECULATIVE AND RISKY INVESTMENT. THERE IS NO PUBLIC OR OTHER MARKET FOR THE SHARES, NOR IS ANY LIKELY TO DEVELOP. THE PURCHASER ACKNOWLEDGES THAT HE MAY AND CAN AFFORD TO LOSE HIS ENTIRE INVESTMENT AND THAT HE UNDERSTANDS HE MAY HAVE TO HOLD THIS INVESTMENT INDEFINITELY. (c) Each certificate evidencing the foregoing time limits, Shares being issued pursuant to this Agreement shall bear a legend reflecting (i) the Order shall be deemed accepted. You agree to make every reasonable effort to determine fact that the purchase Shares have not been registered under Federal or state securities laws and are subject to limitations on transfer set forth herein and (ii) the existence of Shares this Agreement. The Purchaser acknowledges that the effect of these legends, among other things, is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree or may be to maintain, for at least six years, records significantly limit or diminish the value of the information used by you Shares for purposes of sale or for use as loan collateral. The Purchaser consents to determine whether an investment in the notation of "stop transfer" instructions against the Shares is suitable and appropriate for a potential purchaser of Sharesbeing purchased hereunder.

Purchase of Shares. The purchase of Shares must be made during Subject to the offering period described terms and conditions hereinafter set ------------------ forth and set forth in the ProspectusAgreement, the holder of this Warrant is entitled, upon surrender of this Warrant at the principal office of the Company (or after at such offering period other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to that number of fully paid and nonassessable shares of preferred stock or equity securities of the Company, as more fully described below (the "Preferred Stock"), that equals the quotient obtained by dividing (a) Thirty-One Thousand Two Hundred and Fifty (31,250), by (b) the price per share of equity securities sold to investors in the case Company's next transaction or series of purchases made pursuant related transactions in which the Company sells equity securities and in which the gross proceeds to the DRIP Company equal or exceed One Million Dollars (each such purchase hereinafter defined $1,000,000) (excluding the aggregate amount of debt securities converted into equity securities upon conversion of this Note and other notes outstanding as an of the date hereof) (the "OrderNext Equity Financing"). Persons desiring to purchase Shares are required to (i) deliver to youThe Company currently has shares of Series A Preferred Stock authorized; however, the appropriate Selected Dealer or Selected Investment Advisor a check Company currently anticipates that such series of Preferred Stock will be converted into shares of Common Stock prior to the Next Equity Financing. After giving effect to such conversion, the Company currently anticipates that the securities issuable to investors in the amount Next Equity Financing will be shares of $10 per Share purchased (subject a newly authorized series of Preferred Stock to certain volume discounts be designated Series A Preferred Stock. Except as otherwise provided above, the class of capital stock or other discounts series of Preferred Stock issuable upon exercise of this Warrant shall be the same class or series as described shall be issued in the prospectusNext Equity Financing. Accordingly, if the Company issues Series A Preferred Stock to the investors in the Next Equity Financing, this Warrant shall be exercisable for shares of the Company's Series A Preferred Stock. Conversely, if the Company issues another series of Preferred Stock or another class of capital stock to the investors in the Next Equity Financing, this Warrant shall be exercisable for such other series of the Company's Preferred Stock or such other per share price class of the Company's capital stock, as the case may be applicable be. The shares of Preferred Stock issuable pursuant to the DRIP) payable to The Bank of New York, as escrow agent this Section 1 (the "Escrow Agent"), or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order FormShares") must shall also be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject adjustment pursuant to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such OrderSection 8 hereof. If the Company elects securities issuable to reject such Orderinvestors in the Next Equity Financing are not Preferred Stock, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow all references in this Warrant to the Company within the foregoing time limits, the Order "Preferred Stock" shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of Sharesbe adjusted accordingly.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "Order"). Persons desiring to purchase Shares are required to (ia) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent"), or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basisAs General Distributor, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, shall have the total amount debited from investor accounts right to accept or reject orders for the purchase of Shares along at your discretion. Any consideration which you may receive in connection with a list including rejected purchase order will be returned promptly. Shares of the nameTrust may be sold by you only at net asset value without sales charge upon receipt of Federal Funds for the purchase of any Shares sold by you pursuant to provisions hereof. (b) You agree promptly to issue or to cause the duly appointed transfer or shareholder servicing agent of the Trust to issue as your agent confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the Trust. The net asset value of all Shares which are the subject of such confirmations, address and telephone number ofcomputed in accordance with the applicable rules under the 1940 Act, shall be a liability of the social security number General Distributor to the Trust to be paid promptly after receipt of payment from the originating insurance company, dealer or taxpayer identification number ofbroker (or investor, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, case of direct purchases) and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 eleven business days after such rejectionconfirmation even if you have not actually received payment from the originating insurance company, it dealer or broker or investor. In no event shall the General Distributor make payment to the Trust later than permitted by applicable rules of the National Association of Securities Dealers, Inc. Notwithstanding the provisions of part (a) of this Section 3 of this Agreement, purchase orders received from an authorized insurance company or dealer after the latest determination of the Trust's net asset value on a regular business day will notify receive that latest net asset value if the purchaser request to the insurance company or dealer by its customer to arrange such purchase prior to the latest determination of the Trust's net asset value that day complies with the requirements governing such fact and cause requests as stated in the return current Prospectus and/or SAI. (c) If the originating insurance company or dealer or broker shall fail to make timely settlement of such purchaser's funds submitted its purchase order in accordance with such application and any interest earned thereon. If you receive no notice applicable rules of rejection within the foregoing time limits National Association of Securities Dealers, Inc., or if funds submitted by a direct purchaser shall fail to make good payment for Shares in a timely manner, you shall have the purchaser are released from escrow right to cancel such purchase order and, at your account and risk, to hold responsible the Company within the foregoing time limitsoriginating insurance company or dealer or broker, the Order shall be deemed acceptedor investor. You agree promptly to reimburse the Trust for losses suffered by it that are attributable to any such cancellation, or to errors on your part in relation to the effective date of accepted purchase orders, limited to the amount that such losses exceed contemporaneous gains realized by the Trust for either of such reasons with respect to other purchase orders. (d) In the case of a canceled purchase for the account of a directly purchasing shareholder, the Trust agrees that if such investor fails to make every reasonable effort you whole for any loss you pay to determine the Trust on such canceled purchase order, the Trust will reimburse you for such loss to the extent of the aggregate redemption proceeds of any other Shares of the Trust owned by such investor, on your demand that the purchase Trust exercise its right to claim such redemption proceeds. The Trust shall register or cause to be registered all Shares sold to you pursuant to the provisions hereof in such names and amounts as you may request from time to time and the Trust shall issue or cause to be issued certificates evidencing such Shares for delivery to you or pursuant to your direction if and to the extent that the shareholder account in question contemplates the issuance of such certificates. All Shares is a suitable when so issued and appropriate investment for each potential purchaser of Shares based on information provided paid for, shall be fully paid and non-assessable by such purchaser regarding such purchaser's financial situation and investment objectives. You agree the Trust to maintain, for at least six years, records of the information used by you to determine whether an investment extent set forth in Shares is suitable and appropriate for a potential purchaser of Sharesthe current Prospectus and/or SAI.

Purchase of Shares. The purchase On the basis of Shares must be made during the offering period described in the Prospectusrepresentations and warranties contained in, or after such offering period in the case of purchases made pursuant and subject to the DRIP (each such purchase hereinafter defined as an "Order"). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent"), or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed terms and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number conditions of, the social security number or taxpayer identification number ofthis Agreement, the brokerage account number of (if applicable)each Selling Stockholder hereby, severally and not jointly, agrees to sell the number of Firm Shares set forth opposite such Selling Stockholder's name in Schedule II hereto to the several International Underwriters and each of the International Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that International Underwriter's name in Schedule I hereto. Each International Underwriter shall be obligated to purchase from each Selling Stockholder that number of Firm Shares which represents the same proportion of the number of Firm Shares to be sold by each Selling Stockholder as the number of Firm Shares set forth opposite the name of such International Underwriter in Schedule I represents of the total number of Firm Shares to be purchased byby all of the International Underwriters pursuant to this Agreement. The respective purchase obligations of the International Underwriters with respect to the Firm Shares shall be rounded among the International Underwriters to avoid fractional shares, any election as the International Representatives may determine. In addition, the Selling Stockholders grant to participate the International Underwriters an option to purchase an aggregate of up to 150,000 Optional Shares as set forth in Schedule II hereto. Such option is granted solely for the purpose of covering over-allotments in the DRIP by, sale of Firm Shares and is exercisable as provided in Section 4 hereof. Optional Shares shall be purchased severally for the total dollar amount account of investment by, the International Underwriters in proportion to the number of Firm Shares set forth opposite the name of such International Underwriters in Schedule I hereto. The respective purchase obligations of each investor International Underwriter with respect to the Optional Shares shall be adjusted by the Representatives so that no International Underwriter shall be obligated to purchase Optional Shares other than in 100 share amounts. The price of both the Firm Shares and any Optional Shares shall be $ per share. The Selling Stockholders shall not be obligated to deliver any of the Shares to be delivered on whose behalf checks are submitted the First Delivery Date or the wire transfer is made. You also will forward Second Time of Delivery (as hereinafter defined), as the case may be, except upon payment for all Order Forms the Shares to the Company. You shall use your best efforts to wire be purchased on such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of SharesDelivery Date as hereinafter provided.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "Order"). Persons desiring to purchase Shares are required to (i) deliver to you, you or the appropriate Selected Dealer or Selected Investment Advisor a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIPProspectus) payable to The Xxxxx Fargo Bank, N. A., until subscription proceeds reach $10 million and thereafter to the Bank of New Yorkthe West (each of such Xxxxx Fargo Bank, as escrow agent (N.A. and the Bank of the West being an "Escrow AgentAgent Bank"), or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorDealer. During the Offering and until the first valuation of the Company's assets is completed, Shares issued pursuant to the DRIP shall be purchased at $9.50 per share. Subsequent to the first annual valuation of the Company's assets, the price of shares purchased pursuant to the DRIP will be 95% of the then-current net asset value. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow applicable Agent Bank not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow applicable Agent Bank whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records maintain copies of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of SharesOrders received from investors.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "“Order"”). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Securities America a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectusProspectus, or such other per share price as may be applicable pursuant to the DRIPOffering) payable to The Bank of New York, as escrow agent (the "Escrow Agent")Securities America, or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorSecurities America. For investors residing in certain states, an An order form in as mutually agreed upon by Securities America and the Company substantially similar to the form of subscription agreement attached to the Prospectus (each an "“Order Form"”) must be completed and submitted to the CompanyCompany for all investors. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You Securities America also will use its best efforts to forward all Order Forms received by Securities America to the CompanyCompany or its designated agent by the third business day following their receipt in good order by Securities America. You Securities America shall use your its best efforts to wire such funds or transmit checks to UMB Bank, N.A., as escrow agent (the “Escrow Agent”) until subscription proceeds reach such amounts for certain states as described in the Prospectus and thereafter to the Company or its designated bank, as instructed by the Company (each of the Escrow Agent not later than noon and any designated bank is sometimes referred to as an “Agent Bank”) promptly after receipt by Securities America from its customer of each Order Form in good order except that, in any case in which Securities America maintains a branch office, and, pursuant to Securities America's internal supervisory procedures, final internal supervisory review is conducted at a different location, the branch office shall transmit the offering price for the Shares and the Order Forms to the Securities America office conducting such internal supervisory review by the close of business on the next business day after following their receipt by you from your the branch office in good order and Securities America shall review the Order Forms to ensure their proper execution and form and, if they are acceptable, transmit the offering price for the Shares covered by the Order Forms to the applicable Agent Bank by the close of business on the third business day after their receipt by Securities America. Securities America confirms that it is familiar with Rule 15c2-4 under the Exchange Act, relating to the transmission of customer of each Order. You funds, and confirms that it will advise comply therewith in connection with the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I Offering of the Employee Retirement Income Security Act Shares contemplated by this Agreement. The parties acknowledge that any receipt by Securities America of 1974 payments for subscriptions for Shares shall be effected solely as an administrative convenience, and such receipt of payments shall not be deemed to constitute acceptance of Orders to purchase Shares or from some other type sales of investorShares by the Company. All Orders solicited by you Securities America will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser and Securities America of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereonapplication. If you receive Securities America receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree Securities America agrees to make every commercially reasonable effort efforts to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding regarding, among other things, such purchaser's age, investment experience, financial situation and investment objectives. You agree Securities America agrees to maintain, for at least six years, records maintain copies of the Orders received from investors and of the other information used by you to determine whether an investment in Shares is suitable and appropriate obtained from investors for a potential purchaser minimum of Sharessix (6) years from the date of sale and will make such information available to the Company upon request by the Company.

Purchase of Shares. On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, the Company hereby appoints Ameriprise Financial as a Selected Dealer for the Shares during the period from the date hereof to the Termination Date (the “Effective Term”), including the Shares to be issued pursuant to the DRIP, each in the manner described in the Registration Statement. Subject to the performance by the Company of all obligations to be performed by it hereunder and the completeness and accuracy of all of its representations and warranties, Ameriprise Financial agrees to use its best efforts, during the Effective Term, to offer and sell such number of Shares as contemplated by this Agreement at the price stated in the Prospectus, as the same may be adjusted from time to time. The Company and American Enterprise Investment Services, Inc. (“AEIS”), an affiliate of Ameriprise Financial, are parties to that certain Alternative Investment Product Networking Services Agreement, dated March 26, 2012 (the “AIP Networking Agreement”), pursuant to which the broker-controlled accounts of Ameriprise Financial’s customers that invest in the Company will be processed and serviced. The requirements of the AIP Networking Agreement will be in addition to the requirements set forth in this Agreement. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "“Order"”). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Ameriprise Financial a check in the amount of $10 10.40 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIPProspectus) payable to The Bank of New York, as escrow agent (the "Escrow Agent")Ameriprise Financial, or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorAmeriprise Financial. For investors residing in certain states, an An order form in as mutually agreed upon by Ameriprise Financial and the Company substantially similar to the form of subscription agreement attached to the Prospectus (each an "“Order Form"”) must be completed and submitted to the Company for all investors with sponsor-controlled accounts. With respect to investors with broker-controlled accounts, Order Forms must be completed and, if requested by the Company, submitted to the Company. On With respect to sponsor-controlled accounts, on a daily basis, you will submit all checks received from investors and transferAmeriprise Financial shall transfer to DST Systems, Inc. (the “Transfer Agent”), via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares Shares, along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You With respect to broker-controlled accounts, Ameriprise Financial shall transfer to the Transfer Agent the total amount debited from such investor accounts for the purchase of Shares, net of the Sales Commission (as defined in Section 3(d) below) payable to Ameriprise Financial, along with the list of information concerning the account, pursuant to the terms of the AIP Networking Agreement. Ameriprise Financial also will forward all each Order Forms received by Ameriprise Financial to the CompanyCompany by the third business day following Ameriprise Financial’s receipt of the Order and related Order Form in good order. You With respect to sponsor-controlled accounts, Ameriprise Financial shall use your best its commercially reasonable efforts to wire such funds or transmit checks to the Escrow Transfer Agent not later than noon of the next business day after receipt by you Ameriprise Financial from your its customer of each OrderOrder Form in good order. You With respect to broker-controlled accounts, Ameriprise shall wire such funds or transmit checks to the Transfer Agent not later than the third business day after receipt by Ameriprise Financial from its customer of each Order in good order, pursuant to the terms of the AIP Networking Agreement. Ameriprise Financial will advise the Escrow Transfer Agent whether the funds you are Ameriprise Financial is submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. The parties acknowledge that any receipt by Ameriprise Financial of payments for subscriptions for Shares shall be effected solely as an administrative convenience, and such receipt of payments shall not be deemed to constitute acceptance of Orders to purchase Shares or sales of Shares by the Company. All Orders solicited by you Ameriprise Financial will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser and Ameriprise Financial of such fact and cause the return of such purchaser's ’s funds submitted with such application and any interest earned thereonin accordance with the Prospectus. If you receive Ameriprise Financial receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree Ameriprise Financial agrees to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding regarding, among other things, such purchaser's ’s age, investment experience, income, net worth, financial situation and situation, investment objectives, and other investments of such potential purchaser. You agree Ameriprise Financial agrees to maintainmaintain copies of the Orders received from investors and of the other information obtained from investors, including the Order Forms, for at least six years, records a minimum of 6 years from the date of sale and will make such information used available to the Company upon request by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of Sharesthe Company.

Purchase of Shares. On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, the Company hereby appoints Securities America as a Selected Dealer for the Shares during the period from the date hereof to the Termination Date (the “Effective Term”), including the Shares to be issued pursuant to the DRIP, each in the manner described in the Registration Statement. Subject to the performance by the Company of all obligations to be performed by it hereunder and the completeness and accuracy of all of its representations and warranties, Securities America agrees to use its best efforts, during the Effective Term, to offer and sell such number of Shares as contemplated by this Agreement at the price stated in the Prospectus, as the same may be adjusted from time to time. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "“Order"”). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Securities America a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIP) Prospectus payable to The Bank of New York, as escrow agent (the "Escrow Agent")Securities America, or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorSecurities America. For investors residing in certain states, an An order form in as mutually agreed upon by Securities America and the Company substantially similar to the form of subscription agreement attached to the Prospectus (each an "“Order Form"”) must be completed and submitted to the CompanyCompany for all investors. On a daily basis, you will submit all checks received from investors and transferSecurities America shall transfer to Boston Financial Data Services, Inc. (the “Transfer Agent”), via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You Securities America also will forward all Order Forms received by Securities America to the CompanyCompany by the third business day following their receipt in good order by Securities America. You Securities America shall use your best its commercially reasonable efforts to wire such funds or transmit checks to the Escrow Transfer Agent not later than noon of the next business day after receipt by you Securities America from your its customer of each OrderOrder Form in good order. You Securities America will advise the Escrow Transfer Agent whether the funds you are Securities America is submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. The parties acknowledge that any receipt by Securities America of payments for subscriptions for Shares shall be effected solely as an administrative convenience, and such receipt of payments shall not be deemed to constitute acceptance of Orders to purchase Shares or sales of Shares by the Company. All Orders solicited by you Securities America will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser and Securities America of such fact and cause the return of such purchaser's ’s funds submitted with such application and any interest earned thereonin accordance with the Prospectus. If you receive Securities America receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree Securities America agrees to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding regarding, among other things, such purchaser's ’s age, investment experience, income, net worth, financial situation and situation, investment objectives, and other investments of such potential purchaser. You agree Securities America agrees to maintain, for at least six years, records maintain copies of the Orders received from investors and of the other information used by you to determine whether an investment in Shares is suitable and appropriate obtained from investors for a potential purchaser minimum of Shares6 years from the date of sale and will make such information available to the Company upon request by the Company.

Purchase of Shares. On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, the Company hereby appoints Ameriprise as a Selected Dealer for the Shares during the period from the date hereof to the Termination Date (the “Effective Term”), including the Shares to be issued pursuant to the DRIP. Subject to the performance by the Company of all obligations to be performed by it hereunder and the completeness and accuracy of all of its representations and warranties, Ameriprise agrees to use its best efforts, during the Effective Term, to offer and sell such number of Shares as contemplated by this Agreement at the price stated in the Prospectus, as the same may be adjusted from time to time. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "“Order"”). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Ameriprise a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectusProspectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent")Ameriprise, or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorAmeriprise. For investors residing in certain states, an An order form in the form attached to the Prospectus (each an "“Order Form"”) must be completed and submitted to the CompanyCompany for all investors. On a daily basis, you Ameriprise will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You Ameriprise also will forward all Order Forms received by Ameriprise to the CompanyCompany by the third business day following their receipt in good order by Ameriprise. You Ameriprise shall use your its best efforts to wire such funds or transmit checks to Wxxxx Fargo Bank, N.A. until subscription proceeds reach $10 million and thereafter to the Escrow Bank of the West (each of Wxxxx Fargo Bank, N.A. and Bank of the West being an “Agent Bank”) not later than noon of the next business day after receipt by you Ameriprise from your its customer of each Orderorder except that, in any case in which Ameriprise maintains a branch office, and, pursuant to Ameriprise’s internal supervisory procedures, final internal supervisory review is conducted at a different location, the branch office shall transmit the offering price for the Shares and the Order Forms to the Ameriprise office conducting such internal supervisory review by the close of business on the third business day following their receipt by the branch office in good order and Ameriprise shall review the Order Forms to ensure their proper execution and form and, if they are acceptable, transmit the offering price for the Shares covered by the Order Forms to the Agent Bank by the close of business on the third business day after their receipt by Ameriprise. You Ameriprise will advise the Escrow Agent Bank whether the funds you are Ameriprise is submitting are attributable to individual retirement accounts, Xxxxx Kxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. The parties acknowledge that any receipt by Ameriprise of payments for subscriptions for Shares shall be effected solely as an administrative convenience, and such receipt of payments shall not be deemed to constitute acceptance of orders to purchase Shares or sales of Shares by the Company. All Orders solicited by you Ameriprise will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's ’s funds submitted with such application and any interest earned thereon. If you receive Ameriprise receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree Ameriprise agrees to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's ’s financial situation and investment objectives. You agree Ameriprise agrees to maintain, for at least six years, records maintain copies of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of SharesOrders received from investors.

Purchase of Shares. The (A) BNYM will review subscription purchase of forms for Fund Shares must be made during and any accompanying documents (collectively, a “Purchase Order”) it receives from Approved Financial Intermediaries (as defined below), the offering period described in Fund, the ProspectusFund’s placement agent, or after such offering period the Fund’s investment adviser and determine in accordance with written procedures mutually agreed to by the case parties (the “Subscription Procedures”, which shall constitute Exception Procedures for purposes of purchases made pursuant Section 14) whether the Purchase Order constitutes a “Conforming Purchase Order”, which is hereby defined to mean a Purchase Order with respect to which the DRIP (each such purchase hereinafter following criteria are satisfied, or a “Non-Conforming Purchase Order”, which is hereby defined as an "Order"). Persons desiring to purchase Shares mean a Purchase Order with respect to which the following criteria are required to not satisfied: (i) deliver The subscription purchase form and any accompanying documentation are in completed proper form and good order; (ii) The Purchase Order contains all information and documentation necessary or appropriate to youcreate a shareholder account for the investor named in the subscription purchase form, if a shareholder account does not already exist for such investor; (iii) BNYM has received confirmation that good funds in sufficient amount to pay for the purchase transaction have been received from the investor or have been credited to the account of the investor; and (iv) BNYM has received confirmation of the accreditation or other qualification of the investor from the party (an Approved Financial Intermediary, the appropriate Selected Dealer Fund, the Fund’s placement agent, or Selected Investment Advisor the Fund’s investment adviser, as appropriate) submitting the particular Purchase Order. Confidential And Proprietary Execution Version (B) Each month BNYM will, with respect to each Conforming Purchase Order that it received in good order on or before the last business day of the immediately preceding calendar month, upon receiving in writing in accordance with the Subscription Procedures the NAV applicable to such Purchase Orders: (i) create a check shareholder account in the Fund for the investor if the investor does not already have an established shareholder account in the Fund; (ii) execute the Conforming Purchase Order by issuing a number of Shares consistent with the Conforming Purchase Order, the amount of $10 per Share purchased funds tendered in connection with the Purchase Order and the applicable NAV, (subject to certain volume discounts or other discounts as described iii) credit the appropriate Fund accounts with the Shares issued in accordance with clause (ii); and (iv) record the prospectus, or such other per share price as may be applicable purchase date for the transaction effected pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent"), or clause (ii) authorize in accordance with the Subscription Procedures. (C) In the event BNYM determines a debit Purchase Order to be a Non-Conforming Purchase Order, BNYM will coordinate corrective conduct with the Fund’s investment advisor and/or administrator in accordance with any applicable procedures set forth in the Subscription Procedures, and in the absence of such amount procedures will return the Non-Conforming Purchase Order to the account such purchaser maintains with youparty (an Approved Financial Intermediary, the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wireFund, the total amount debited from investor accounts for Fund’s placement agent, or the purchase Fund’s investment adviser, as appropriate) that submitted it. (D) For purposes of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicablethis Section 3(a)(2), “Approved Financial Intermediary” means a broker-dealer or registered investment advisor that BNYM reasonably believes based on Written Instructions has been approved by the number of Fund to sell Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of SharesFund.

Purchase of Shares. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, Purchaser shall purchase from Seller for the Purchase Price, and Seller shall sell to Purchaser for the Purchase Price, all of the AVEX Stock and Kilbride Holdings Stock, and Seller shall deliver to Purchaser the certificates representing the AVEX Stock and Kilbride Holdings Stock endorsed, respectively, to Purchaser (or a Subsidiary of Purchaser designated in writing to Seller at least three (3) Business Days prior to the Closing) and Benchmark Holdings, or accompanied by duly executed stock powers, so as to transfer and assign to Purchaser (or its designated Subsidiary) and Benchmark Holdings, respectively, good and valid title to the AVEX Stock and the Kilbride Holdings Stock, and to constitute Purchaser (or its designated Subsidiary) as the sole shareholder of AVEX and Benchmark Holdings as the sole shareholder of Kilbride Holdings. (b) The purchase Purchase Price shall be the Closing Cash Consideration PLUS or MINUS the adjustment set forth in Section 2.2(d), PLUS one million shares of Shares must Benchmark Stock. (i) At the Closing, Purchaser shall pay to an account, designated in writing by Seller at least three days prior to the Closing, an amount equal to the Closing Cash Consideration. Such payment shall be made during to Seller by wire transfer of immediately available funds for the offering period described account of Seller and JMH Vision, as their interests may appear. (ii) At the Closing, Purchaser shall also deliver to Seller certificates representing one million shares of Benchmark Stock, issued in the Prospectusname of Seller, free and clear of any Liens. Each certificate representing such shares of Benchmark Stock initially shall be stamped or otherwise imprinted with a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. Upon the effectiveness of a registration statement covering such shares of Benchmark Stock pursuant to the Registration Rights Agreement or in the event Seller is able to sell such shares privately or publicly without registration under the Securities Act, Purchaser agrees to promptly, but no later than three (3) Business Days thereafter, issue or cause the issuance of new certificates representing such Benchmark Stock to Seller without such legend. Nothing herein shall limit the right of Seller to pledge these securities pursuant to a bona fide margin account or lending arrangement, and nothing herein shall require Purchaser to take any action to facilitate any such pledge. (i) As soon as practicable after the Closing, Seller and KPMG, with the cooperation of Purchaser and the AVEX Group, shall review those assets and liabilities (other than Excluded Assets and Liabilities) constituting items of working capital, for the purpose of preparing a preliminary working capital schedule (the "PROPOSED CLOSING WORKING CAPITAL SCHEDULE") as of the Closing Date. The Proposed Closing Working Capital Schedule shall be prepared in accordance with GAAP. As promptly as practicable, but no later than 90 days after Closing, KPMG shall deliver to Seller and Purchaser its Proposed Closing Working Capital Schedule, together with a report to the effect that the Proposed Closing Working Capital Schedule presents fairly the Closing Working Capital in all material respects in accordance with GAAP or in accordance with the terms of this Agreement. (ii) Within 30 days after delivery of the Proposed Closing Working Capital Schedule, the parties shall attempt to resolve any items or amounts as to which Purchaser objects (the "DISPUTED ITEMS"). If during such offering 30-day period the parties are able to resolve all Disputed Items, the Proposed Closing Working Capital Schedule so agreed upon shall be the "FINAL CLOSING WORKING CAPITAL SCHEDULE". Notwithstanding anything to the contrary in this Section, if the aggregate of the Disputed Items is less than $100,000, such items shall not be considered as Disputed Items for the purposes of this Section, and if the aggregate amount of the Disputed Items is greater than $100,000, the amount of Disputed Items shall be deemed to include the full amount of all Disputed Items. (iii) If during such 30-day period any such Disputed Items cannot be resolved, (A) those items to the extent of the amounts agreed upon by the parties shall no longer constitute Disputed Items and shall be conclusive for purposes of preparing the Final Closing Working Capital Schedule and calculation of the Closing Working Capital and (B) the parties shall promptly thereafter, but in no event more than 10 days thereafter, cause the Selected Accounting Firm promptly to review this Agreement and the remaining Disputed Items for purposes of resolving the remaining Disputed Items and calculating the Closing Working Capital. In making such calculation, such accounting firm shall make a determination only of Disputed Items not resolved by the parties and in the case of purchases all other items of Closing Working Capital shall use the amounts which are agreed upon by the parties. The Selected Accounting Firm shall deliver to Seller and Purchaser, as promptly as practicable, a report setting forth its resolution of the remaining Disputed Items and its calculation of Closing Working Capital. Such report shall be final and binding upon the parties hereto. The cost of such review and report shall be borne by each party PRO rata in the proportion that the aggregate amount of Disputed Items unsuccessfully claimed by such party bears to the aggregate amount of Disputed Items. (iv) The Proposed Closing Working Capital Schedule, adjusted to reflect the Closing Working Capital agreed to by the parties or as calculated by the Selected Accounting Firm as set forth in clause (iii) above, as the case may be, shall be the Final Closing Working Capital Schedule which shall be conclusive for all purposes of this Agreement. (v) If the amount of Closing Working Capital is greater than Estimated Working Capital, Purchaser shall promptly pay to (or as directed by) Seller the amount of the difference. If the amount of Closing Working Capital is less than Estimated Working Capital, Seller shall promptly pay to (or as directed by) Purchaser the amount of the difference. Any such payment pursuant to this clause (v) shall be made within 10 days after (A) Purchaser and Seller agree upon the Closing Working Capital pursuant to clause (iii) or (B) if Disputed Items are referred to a Selected Accounting Firm pursuant to clause (iii), the delivery of the report of such firm referred to in clause (iii). (vi) Any payments pursuant to this Section 2.2(d) shall be made by wire transfer of immediately available funds to such account of Purchaser or Seller, as the case may be, as may be designated by such receiving party. The amount of any payment to be made pursuant to this Section 2.2(d) shall bear interest from and including the DRIP (each such purchase hereinafter defined Closing Date to but excluding the date of payment at a rate per annum equal to the three month London Interbank Offered Rate as an "Order"). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor a check published in the amount WALL STREET JOURNAL for the Closing Date. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated daily on the basis of $10 per Share purchased a year of 365 days and the actual number of days elapsed. (subject e) The shares of Benchmark Stock issued and delivered to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable Seller pursuant to the DRIPSection 2.2(c) payable to The Bank of New Yorkshall be subject to, as escrow agent (the "Escrow Agent"), or (ii) authorize a debit of such amount and entitled to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number benefits of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you Registration Rights Agreement which will be strictly subject to review executed and acceptance delivered by the Company and parties hereto in good faith on the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of SharesClosing Date.

Purchase of Shares. The purchase (a) Purchaser acknowledges that this Agreement is made with Purchaser in reliance upon Purchaser's representation to the Company, which by Purchaser's execution of this Agreement Purchaser hereby confirms, that the Common Shares must and the Warrants (and any Warrant Shares issued upon exercise of the Warrants) are being acquired by Purchaser and will be made during acquired for investment for Purchaser's own account, not as a nominee or agent, and not with a view to the offering period described in the Prospectusresale or distribution of any part thereof, and that Purchaser has no present intention of selling, granting any participation in, or after such offering period otherwise distributing the same; provided, however, that by making the representations herein, Purchaser does not agree to hold the Common Shares, Warrants or any Warrant Shares for any minimum or other specific term and reserves the right to dispose of the Common Shares, the Warrants and Warrant Shares at any time in the case of purchases made accordance with or pursuant to a registration statement or an exemption under the DRIP (each Securities Act and in accordance with the applicable provisions of the Registration Rights Agreement and the Warrants. By executing this Agreement, Purchaser further represents that it does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such purchase hereinafter defined as an "Order")Person or to any third Person, with respect to any of the Common Shares, Warrants or Warrant Shares. Persons desiring to purchase Shares are required to Purchaser represents that either (i) deliver to youPurchaser has not been formed for the specific purpose of acquiring the Common Shares, the appropriate Selected Dealer Warrants or Selected Investment Advisor a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent"), Warrant Shares or (ii) authorize if Purchaser has been formed for the specific purpose of acquiring the Common Shares, Warrants or Warrant Shares, each Person that has an interest in Purchaser is an "accredited investor" within the meaning of Rule 501 under the Securities Act. (b) Purchaser has had an opportunity to discuss the Company's business, management, financial affairs and the terms and conditions of the sale of the Common Shares and Warrants pursuant to this Agreement with the Company's management. Purchaser acknowledges receipt from the Company of copies of the Company SEC Reports and such other information about the Company as Purchaser or its advisors, if any, have requested. Purchaser understands that such discussions, as well as the Company SEC Reports and other information requested by Purchaser or its advisors, if any, and received from the Company, were intended to describe the aspects of the Company's business which it believes to be material. (c) Purchaser understands that none of the Common Shares, Warrants or Warrant Shares have been, and none of them will be, registered under the Securities Act, by reason of a debit specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Purchaser's representations and warranties as expressed in this Article III. Purchaser understands that the Common Shares, Warrants or Warrant Shares are "restricted securities" under applicable United States federal and state securities laws and that, pursuant to these laws, Purchaser must hold the Common Shares, Warrants or Warrant Shares indefinitely unless they are registered with the SEC, or an exemption from such amount registration and qualification requirements is available. Purchaser acknowledges that the Company has no obligation to register or qualify the Common Shares, Warrants or Warrant Shares for resale except as expressly provided under the Registration Rights Agreement. Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Common Shares, Warrants or Warrant Shares, and on requirements relating to the account Company which are outside of Purchaser's control, and which the Company is under no obligation and may not be able to satisfy. (d) Purchaser has such purchaser maintains with youknowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of the transactions contemplated hereby, the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for including the purchase of Shares along with a list including the nameCommon Shares, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, Warrants and the total dollar amount Warrant Shares. (e) Purchaser is able to bear the economic risk of investment byacquiring Common Shares, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company Warrants and the Company reserves Warrant Shares and to hold the right in its absolute discretion Common Shares, Warrants and Warrant Shares acquired by Purchaser pursuant to reject any Order or to accept or reject Orders in the order this Agreement for an indefinite period of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of Sharestime.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "“Order"”). Persons desiring to purchase Shares are required to (i) deliver to you, you or the appropriate Selected Dealer or Selected Investment Advisor a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIPProspectus) payable to The Xxxxx Fargo Bank, National Association, or Xxxxx Fargo, until subscription proceeds reach $20 million and thereafter to Bank of New York, as escrow agent the West (each of such Bank of the "Escrow Agent"), West and Xxxxx Fargo being an “Agent Bank”) or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorDealer. During the Offering and until the first annual valuation of the Company’s assets is completed, Shares issued pursuant to the DRIP shall be purchased at $9.50 per share. Subsequent to the first annual valuation of the Company’s assets, the price of shares purchased pursuant to the DRIP will be 95% of the then-current net asset value per share. For investors residing in certain states, an order enrollment form in the form attached to the Prospectus (each an "Order “Enrollment Form"”) must be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Enrollment Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow applicable Agent Bank not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow applicable Agent Bank whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's ’s funds submitted with such application and any interest earned thereon. If you receive no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's ’s financial situation and investment objectives. You agree to maintain, for at least six years, records maintain copies of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of SharesOrders received from investors.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "Order"). Persons desiring to purchase Shares are required to (i) deliver to you, you or the appropriate Selected Dealer or Selected Investment Advisor a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectusProspectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Deutsche Bank of New YorkTrust Company Americas, as escrow agent (the "Escrow Agent"), or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorDealer. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records maintain copies of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of SharesOrders received from investors.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "Order"). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Deutsche Bank of New YorkTrust Company Americas, as escrow agent (the "Escrow Agent"), or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx Keogh plans, or any other employee benefit plan subject to Title I of the xxx Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of Shares.

Purchase of Shares. On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, the Company hereby appoints Ameriprise as a Selected Dealer for the Shares during the period from the date hereof to the Termination Date (the “Effective Term”), including the Shares to be issued pursuant to the DRIP, each in the manner described in the Registration Statement. Subject to the performance by the Company of all obligations to be performed by it hereunder and the completeness and accuracy of all of its representations and warranties, Ameriprise agrees to use its best efforts, during the Effective Term, to offer and sell such number of Shares as contemplated by this Agreement at the price stated in the Prospectus, as the same may be adjusted from time to time. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "“Order"”). . (i) Persons desiring to purchase Class A Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Ameriprise a check in the amount of $10 10.00 per Class A Share purchased (subject to certain volume discounts or other discounts as described in the prospectusProspectus, or such other per share price as may be applicable pursuant to the DRIP, or such other per share price as is disclosed from time to time in the Registration Statement or Prospectus) payable to The Bank of New York, as escrow agent (the "Escrow Agent")Ameriprise, or (ii) authorize a debit of such amount to the account such purchaser maintains with youAmeriprise. (ii) Persons desiring to purchase Class T Shares are required to (i) deliver to Ameriprise a check in the amount of $9.4489 per Class T Share purchased (subject to such other per share price as may be applicable pursuant to the DRIP, or such other share price as disclosure from time to time in the appropriate Selected Dealer Registration Statement or Selected Investment Advisor. For investors residing in certain statesProspectus) payable to Ameriprise, an or (ii) authorize a debit of such amount to the account such purchaser maintains with Ameriprise. (iii) An order form in as mutually agreed upon by Ameriprise and the Company substantially similar to the form of subscription agreement attached to the Prospectus (each an "“Order Form"”) must be completed and submitted to the CompanyCompany for all investors. On a daily basisThe Dealer Manager and American Enterprise Investment Services, you Inc. (“AEIS”), an affiliate of Ameriprise, are parties to that certain Alternative Investment Product Networking Services Agreement, dated March 23, 2012 as amended (the “AIP Networking Agreement”), pursuant to which the broker- controlled accounts of Ameriprise’s customers that invest in the Company will submit all checks received from investors be processed and transferserviced. The parties acknowledge that any receipt by Ameriprise of payments for subscriptions for Shares shall be effected solely as an administrative convenience, via Federal Reserve bank wire, the total amount debited from investor accounts for the and such receipt of payments shall not be deemed to constitute acceptance of Orders to purchase Shares or sales of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to by the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you Ameriprise will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser and Ameriprise of such fact and cause the return of such purchaser's ’s funds submitted with such application and any interest earned thereonapplication. If you receive Ameriprise receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree Ameriprise agrees to make every commercially reasonable effort efforts to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding regarding, among other things, such purchaser's ’s age, investment experience, financial situation and investment objectives. You agree Ameriprise agrees to maintainmaintain copies of the Orders received from investors and of the other information obtained from investors, including the Order Forms, for at least six years, records a minimum of 6 years from the date of sale and will make such information used available to the Company upon request by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of Sharesthe Company.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "“Order"”). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Ameriprise a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectusProspectus, or such other per share price as may be applicable pursuant to the DRIPOffering) payable to The Bank of New York, as escrow agent (the "Escrow Agent")Ameriprise, or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorAmeriprise. For investors residing A subscription agreement in certain states, an order form in substantially the form attached to the Prospectus (each an "Order Form"a “Subscription Agreement”) must be completed and submitted to the CompanyCompany for all investors. On a daily basis, you Ameriprise will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You Ameriprise shall use your its best efforts to wire such funds or transmit checks and forward all Subscription Agreements received by Ameriprise to UMB Bank, N.A., as escrow agent (the “Escrow Agent”) until subscription proceeds reach $2.5 million or such higher amount for certain states as described in the Prospectus) and thereafter to the Company or its designated bank, as instructed by the Company (each of the Escrow Agent and any designated bank is sometimes referred to as an “Agent Bank”) not later than noon of the next business day after receipt by you Ameriprise from your its customer of each Order. You will advise order except that, in any case in which Ameriprise maintains a branch office, and, pursuant to Ameriprise’s internal supervisory procedures, final internal supervisory review is conducted at a different location, the branch office shall transmit the offering price for the Shares and the Subscription Agreements to the Ameriprise office conducting such internal supervisory review by the close of business on the next business day following the initial receipt by the branch office in good order and Ameriprise shall review the Subscription Agreements to ensure their proper execution and form and, if they are acceptable, transmit the Subscription Agreements and the offering price for the Shares covered by the Subscription Agreements to the Escrow Agent whether the funds you are submitting are attributable to individual retirement accountsAgent, Xxxxx plansCompany, or designated bank, as appropriate, by the close of business on the third business day after the initial receipt by the Ameriprise branch office. The parties acknowledge that any other employee benefit plan subject receipt by Ameriprise of payments for subscriptions for Shares shall be effected solely as an administrative convenience, and such receipt of payments shall not be deemed to Title I constitute acceptance of orders to purchase Shares or sales of Shares by the Employee Retirement Income Security Act of 1974 or from some other type of investorCompany. All Orders solicited by you Ameriprise will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser and Ameriprise of such fact and cause the return of such purchaser's ’s funds submitted with such application and any interest earned thereonapplication. If you receive Ameriprise receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree Ameriprise agrees to make every commercially reasonable effort efforts to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding regarding, among other things, such purchaser's ’s age, investment experience, financial situation and investment objectives. You agree Ameriprise agrees to maintain, for at least six years, records maintain copies of the Orders received from investors and of the other information used by you to determine whether an investment in Shares is suitable and appropriate obtained from investors for a potential purchaser minimum of Sharessix (6) years from the date of sale and will make such information available to the Company upon request by the Company.

Purchase of Shares. The purchase On the basis of Shares must be made during the offering period described in the Prospectusrepresentations and warranties contained in, or after such offering period in the case of purchases made pursuant and subject to the DRIP (each such purchase hereinafter defined as an "Order"). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent"), or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed terms and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number conditions of, the social security number or taxpayer identification number ofthis Agreement, the brokerage account number of (if applicable)each Selling Stockholder hereby, severally and not jointly, agrees to sell the number of Firm Shares set forth opposite such Selling Stockholder's name in Schedule 2 hereto to the several International Underwriters and each of the International Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that International Underwriter's name in Schedule 1 hereto. Each International Underwriter shall be obligated to purchase from each Selling Stockholder that number of Firm Shares which represents the same proportion of the number of Firm Shares to be sold by each Selling Stockholder as the number of Firm Shares set forth opposite the name of such International Underwriter in Schedule 1 represents of the total number of Firm Shares to be purchased byby all of the International Underwriters pursuant to this Agreement. The respective purchase obligations of the International Underwriters with respect to the Firm Shares shall be rounded among the International Underwriters to avoid fractional shares, any election as the Representatives may determine. In addition, the Selling Stockholders grant to participate the International Underwriters an option to purchase an aggregate of up to __________ shares of Option Shares as set forth in Schedule 2 hereto. Such option is granted solely for the purpose of covering over-allotments in the DRIP by, sale of Firm Shares and is exercisable as provided in Section 5 hereof. Option Shares shall be purchased severally for the total dollar amount account of investment by, the International Underwriters in proportion to the number of Firm Shares set forth opposite the name of such International Underwriters in Schedule 1 hereto. The respective purchase obligations of each investor International Underwriter with respect to the Option Shares shall be adjusted by the Representatives so that no International Underwriter shall be obligated to purchase Option Shares other than in 100 share amounts. The price of both the Firm Shares and any Option Shares shall be $ per share. The Selling Stockholders shall not be obligated to deliver any of the Shares to be delivered on whose behalf checks are submitted the First Delivery Date or the wire transfer is made. You also will forward Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all Order Forms the Shares to the Company. You shall use your best efforts to wire be purchased on such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of SharesDelivery Date as hereinafter provided.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "“Order"”). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Ameriprise a check in the amount of $10 10.66 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectusProspectus, or such other per share price as may be applicable pursuant to the DRIPOffering) payable to The Bank of New York, as escrow agent (the "Escrow Agent")Ameriprise, or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorAmeriprise. For investors residing in certain states, an order form in A subscription agreement substantially similar to the form of subscription agreement attached to the Prospectus (each an "Order Form"a “Subscription Agreement”) must be completed and submitted to the CompanyCompany for all investors and for all Orders. On a daily basis, you Ameriprise will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list (in the form of an Order File data transmission) including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You Ameriprise also will forward all Order Forms Subscription Agreements received (and determined to be in good order) by Ameriprise to the Company’s transfer agent by overnight mail within three business days after the associated funds are delivered as contemplated in the preceding sentence. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You Ameriprise will advise the Escrow Agent Company whether the funds you are Ameriprise is submitting are attributable to individual retirement accounts, Xxxxx Kxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. Ameriprise shall use its best efforts to wire such funds or transmit checks to the Company not later than noon of the next business day after receipt by Ameriprise from its customer of each Order except that, in any case in which Ameriprise maintains a branch office, and, pursuant to Ameriprise’s internal supervisory procedures, final internal supervisory review is conducted at a different location, the branch office shall transmit the offering price for the Shares and the Order Forms to the Ameriprise office conducting such internal supervisory review by the close of business on the third business day following their receipt by the branch office in good order and Ameriprise shall review the Order Forms to ensure their proper execution and form and, if they are acceptable, transmit the offering price for the Shares covered by the Order Forms to the Company by the close of business on the third business day after their receipt by Ameriprise. The parties acknowledge that any receipt by Ameriprise of payments for subscriptions for Shares shall be effected solely as an administrative convenience, and such receipt of payments shall not be deemed to constitute acceptance of orders to purchase Shares or sales of Shares by the Company. All Orders solicited by you Ameriprise will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser and Ameriprise of such fact and cause the return of such purchaser's ’s funds submitted with such application and any interest earned thereonapplication. If you receive Ameriprise receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree Ameriprise agrees to make every commercially reasonable effort efforts to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding regarding, among other things, such purchaser's ’s age, investment experience, financial situation and investment objectives. You agree Ameriprise agrees to maintain, for at least six years, records maintain copies of the Orders received from investors and of the other information used by you to determine whether an investment in Shares is suitable and appropriate obtained from investors for a potential purchaser minimum of Shares6 years from the date of sale and will make such information available to the Company upon request by the Company.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "“Order"”). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Securities America a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectusProspectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent")Securities America, or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorSecurities America. For investors residing in certain states, an An order form in as mutually agreed upon by Securities America and the Company substantially similar to the form of subscription agreement attached to the Prospectus (each an "“Order Form"”) must be completed and submitted to the CompanyCompany for all investors. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You Securities America also will use its best efforts to forward all Order Forms received by Securities America to the CompanyCompany or its designated agent by the third business day following their receipt in good order by Securities America. You Securities America shall use your its best efforts to wire such funds or transmit checks to UMB Bank, N.A., as escrow agent (the “Escrow Agent”) until subscription proceeds reach $2.5 million or such higher amount for certain states as described in the Prospectus) and thereafter to the Company or its designated bank, as instructed by the Company (each of the Escrow Agent not later than noon and any designated bank is sometimes referred to as an “Agent Bank”) promptly after receipt by Securities America from its customer of each Order Form in good order except that, in any case in which Securities America maintains a branch office, and, pursuant to Securities America's internal supervisory procedures, final internal supervisory review is conducted at a different location, the branch office shall transmit the offering price for the Shares and the Order Forms to the Securities America office conducting such internal supervisory review by the close of business on the next business day after following their receipt by you from your the branch office in good order and Securities America shall review the Order Forms to ensure their proper execution and form and, if they are acceptable, transmit the offering price for the Shares covered by the Order Forms to the applicable Agent Bank by the close of business on the third business day after their receipt by Securities America. Securities America confirms that it is familiar with Rule 15c2-4 under the Exchange Act, relating to the transmission of customer of each Order. You funds, and confirms that it will advise comply therewith in connection with the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I Offering of the Employee Retirement Income Security Act Shares contemplated by this Agreement. The parties acknowledge that any receipt by Securities America of 1974 payments for subscriptions for Shares shall be effected solely as an administrative convenience, and such receipt of payments shall not be deemed to constitute acceptance of Orders to purchase Shares or from some other type sales of investorShares by the Company. All Orders solicited by you Securities America will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser and Securities America of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereonapplication. If you receive Securities America receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree Securities America agrees to make every commercially reasonable effort efforts to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding regarding, among other things, such purchaser's age, investment experience, financial situation and investment objectives. You agree Securities America agrees to maintain, for at least six years, records maintain copies of the Orders received from investors and of the other information used by you to determine whether an investment in Shares is suitable and appropriate obtained from investors for a potential purchaser minimum of Sharessix (6) years from the date of sale and will make such information available to the Company upon request by the Company.

Purchase of Shares. On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, the Company hereby appoints Ameriprise as a Selected Dealer for the Shares during the period from the date hereof to the Termination Date (the “Effective Term”), including the Shares to be issued pursuant to the DRIP, each in the manner described in the Registration Statement. Subject to the performance by the Company of all obligations to be performed by it hereunder and the completeness and accuracy of all of its representations and warranties, Ameriprise agrees to use its best efforts, during the Effective Term, to offer and sell such number of Shares as contemplated by this Agreement at the price stated in the Prospectus, as the same may be adjusted from time to time. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "“Order"”). . (i) Persons desiring to purchase Class A Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Ameriprise a check in the amount of $10 10.00 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectusProspectus, or such other per share price as may be applicable pursuant to the DRIP, or such other per share price as is disclosed from time to time in the Registration Statement or Prospectus) payable to The Bank of New York, as escrow agent (the "Escrow Agent")Ameriprise, or (ii) authorize a debit of such amount to the account such purchaser maintains with youAmeriprise. (ii) Persons desiring to purchase Class T Shares are required to (i) deliver to Ameriprise a check in the amount of $9.47 per Share purchased (subject to such other per share price as may be applicable pursuant to the DRIP, or such other share price as disclosed from time to time in the appropriate Selected Dealer Registration Statement or Selected Investment Advisor. For investors residing in certain statesProspectus) payable to Ameriprise, an or (ii) authorize a debit of such amount to the account such purchaser maintains with Ameriprise. (iii) An order form in as mutually agreed upon by Ameriprise and the Company substantially similar to the form of subscription agreement attached to the Prospectus (each an "“Order Form"”) must be completed and submitted to the CompanyCompany for all investors. On a daily basisThe Dealer Manager and American Enterprise Investment Services, you Inc. (“AEIS”), an affiliate of Ameriprise, are parties to that certain Alternative Investment Product Networking Services Agreement, dated June 5, 2013, as amended (the “AIP Networking Agreement”), pursuant to which the broker-controlled accounts of Ameriprise’s customers that invest in the Company will submit all checks received from investors be processed and transferserviced. The parties acknowledge that any receipt by Ameriprise of payments for subscriptions for Shares shall be effected solely as an administrative convenience, via Federal Reserve bank wire, the total amount debited from investor accounts for the and such receipt of payments shall not be deemed to constitute acceptance of Orders to purchase Shares or sales of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to by the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you Ameriprise will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser and Ameriprise of such fact and cause the return of such purchaser's ’s funds submitted with such application and any interest earned thereonapplication. If you receive Ameriprise receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree Ameriprise agrees to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding regarding, among other things, such purchaser's ’s age, investment experience, financial situation and investment objectives. You agree Ameriprise agrees to maintainmaintain copies of the Orders received from investors and of the other information obtained from investors, including the Order Forms, for at least six years, records a minimum of 6 years from the date of sale and will make such information used available to the Company upon request by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of Sharesthe Company.

Purchase of Shares. On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, the Company hereby appoints Ameriprise Financial as a Selected Dealer for the Shares during the period from the date hereof to the Termination Date (the “Effective Term”), including the Shares to be issued pursuant to the DRIP, each in the manner described in the Registration Statement. Subject to the performance by the Company of all obligations to be performed by it hereunder and the completeness and accuracy of all of its representations and warranties, Ameriprise Financial agrees to use its best efforts, during the Effective Term, to offer and sell such number of Shares as contemplated by this Agreement at the price stated in the Prospectus, as the same may be adjusted from time to time. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "“Order"”). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Ameriprise Financial a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectusProspectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent")Ameriprise Financial, or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorAmeriprise Financial. For investors residing in certain states, an An order form in as mutually agreed upon by Ameriprise Financial and the Company substantially similar to the form of subscription agreement attached to the Prospectus (each an "“Order Form"”) must be completed and submitted to the CompanyCompany for all investors. On a daily basis, you Ameriprise Financial will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You Ameriprise Financial also will forward all Order Forms received by Ameriprise Financial to the CompanyCompany by the third business day following their receipt in good order by Ameriprise Financial. You Ameriprise Financial shall use your its best efforts to wire such funds or transmit checks to DST Systems, Inc. (the Escrow Agent “Transfer Agent”) not later than noon of the next business day after receipt by you Ameriprise Financial from your its customer of each Orderorder in good order. You . Ameriprise Financial will advise the Escrow Transfer Agent whether the funds you are Ameriprise Financial is submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. The parties acknowledge that any receipt by Ameriprise Financial of payments for subscriptions for Shares shall be effected solely as an administrative convenience, and such receipt of payments shall not be deemed to constitute acceptance of orders to purchase Shares or sales of Shares by the Company. All Orders solicited by you Ameriprise Financial will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's ’s funds submitted with such application and any interest earned thereonthereon in accordance with the Prospectus. If you receive Ameriprise Financial receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree Ameriprise Financial agrees to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding regarding, among other things, such purchaser's ’s age, investment experiences, income, net worth, financial situation and situation, investment objectives, and other investments of such potential purchaser. You agree Ameriprise Financial agrees to maintain, for at least six years, records maintain copies of the Orders received from investors and of the other information used by you to determine whether an investment in Shares is suitable and appropriate obtained from investors for a potential purchaser minimum of Shares6 years from the date of sale and will make such information available to the Company upon request by the Company.

Purchase of Shares. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser hereby subscribes for and agrees to purchase, on the Closing Date (as defined below) and the Company hereby agrees to issue and sell to the Purchaser, the Shares at a price of $8.30 per Share. The purchase price for the Shares will be payable through the Purchaser's payment to the Company of Shares must be made during the offering period described cash in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "Order"). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor a check in the aggregate amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIP) payable to 415,000.00. The Bank closing of New York, as escrow agent (the "Escrow Agent"), or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of the Shares along with a list including the nameshall take place on January 5, address and telephone number of, the social security number 1999 or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by date as the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow Purchaser mutually agree. (b) The Purchaser acknowledges to the Company within that he understands and agrees, as follows: THE SHARES HAVE NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SHARES ARE A HIGHLY SPECULATIVE AND RISKY INVESTMENT. THERE IS NO PUBLIC OR OTHER MARKET FOR THE SHARES NOR IS ANY LIKELY TO DEVELOP. THE PURCHASER ACKNOWLEDGES THAT HE MAY AND CAN AFFORD TO LOSE HIS ENTIRE INVESTMENT AND THAT HE UNDERSTANDS HE MAY HAVE TO HOLD THIS INVESTMENT INDEFINITELY. (c) Each certificate evidencing the foregoing time limits, Shares being issued pursuant to this Agreement shall bear legends reflecting (i) the Order shall be deemed accepted. You agree to make every reasonable effort to determine fact that the purchase of Shares is a suitable have not been registered under Federal or state securities laws and appropriate investment for each potential purchaser of Shares based are subject to limitations on information provided by such purchaser regarding such purchaser's financial situation transfer set forth herein and investment objectives. You agree to maintain, for at least six years, records (ii) the existence of the information used by you Shareholders Agreement (as defined below). The Purchaser acknowledges that the effect of these legends, among other things, is or may be to determine whether an investment in significantly limit or diminish the value of the Shares is suitable and appropriate for a potential purchaser purposes of Sharessale or for use as loan collateral. The Purchaser consents to the notation of "stop transfer" instructions against the Shares being purchased hereunder.

Purchase of Shares. On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, the Company hereby appoints Ameriprise Financial as a Selected Dealer for the Shares during the period from the date hereof to the Termination Date (the “Effective Term”), including the Shares to be issued pursuant to the DRIP, each in the manner described in the Registration Statement. Subject to the performance by the Company of all obligations to be performed by it hereunder and the completeness and accuracy of all of its representations and warranties, Ameriprise Financial agrees to use its best efforts, during the Effective Term, to offer and sell such number of Shares as contemplated by this Agreement at the price stated in the Prospectus, as the same may be adjusted from time to time. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "“Order"”). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Ameriprise Financial a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIP) Prospectus payable to The Bank of New York, as escrow agent (the "Escrow Agent")Ameriprise Financial, or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorAmeriprise Financial. For investors residing in certain states, an An order form in as mutually agreed upon by Ameriprise Financial and the Company substantially similar to the form of subscription agreement attached to the Prospectus (each an "“Order Form"”) must be completed and submitted to the CompanyCompany for all investors. On a daily basis, you will submit all checks received from investors and transferAmeriprise Financial shall transfer to Boston Financial Data Services, Inc. (the “Transfer Agent”), via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You Ameriprise Financial also will forward all Order Forms received by Ameriprise Financial to the CompanyCompany by the third business day following their receipt in good order by Ameriprise Financial. You Ameriprise Financial shall use your best its commercially reasonable efforts to wire such funds or transmit checks to the Escrow Transfer Agent not later than noon of the next business day after receipt by you Ameriprise Financial from your its customer of each OrderOrder Form in good order. You Ameriprise Financial will advise the Escrow Transfer Agent whether the funds you are Ameriprise Financial is submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. The parties acknowledge that any receipt by Ameriprise Financial of payments for subscriptions for Shares shall be effected solely as an administrative convenience, and such receipt of payments shall not be deemed to constitute acceptance of Orders to purchase Shares or sales of Shares by the Company. All Orders solicited by you Ameriprise Financial will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser and Ameriprise Financial of such fact and cause the return of such purchaser's ’s funds submitted with such application and any interest earned thereonin accordance with the Prospectus. If you receive Ameriprise Financial receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree Ameriprise Financial agrees to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding regarding, among other things, such purchaser's ’s age, investment experience, income, net worth, financial situation and situation, investment objectives, and other investments of such potential purchaser. You agree Ameriprise Financial agrees to maintain, for at least six years, records maintain copies of the Orders received from investors and of the other information used by you to determine whether an investment in Shares is suitable and appropriate obtained from investors for a potential purchaser minimum of Shares6 years from the date of sale and will make such information available to the Company upon request by the Company.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "Order"). Persons desiring to purchase Shares are required to (ia) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent"), or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basisAs General Distributor, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, shall have the total amount debited from investor accounts right to accept or reject orders for the purchase of Shares along at your discretion, provided, however, that you agree not to exercise that discretion in a manner inconsistent with the Trust’s obligations under any participation agreement to which the Trust is a party and to which the Shares are subject. Any consideration which you may receive in connection with a list including rejected purchase order will be returned promptly. Shares of the nameFund may be sold by you only at net asset value without sales charge upon receipt of Federal Funds for the purchase of any Shares sold by you pursuant to provisions hereof. (b) You agree promptly to issue or to cause the duly appointed transfer or shareholder servicing agent of the Fund to issue as your agent confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the Trust. The net asset value of all Shares which are the subject of such confirmations, address and telephone number ofcomputed in accordance with the applicable rules under the 1940 Act, shall be a liability of the General Distributor to the Trust to be paid promptly after receipt of payment from the authorized insurance company, dealer or broker (collectively, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, authorized "insurance company") and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 eleven business days after such rejectionconfirmation even if you have not actually received payment from the authorized insurance company or investor. In no event shall the General Distributor make payment to the Trust later than permitted by applicable rules of the National Association of Securities Dealers, it Inc. Notwithstanding the provisions of part (a) of this Section 3 of this Agreement, purchase orders received from an authorized insurance company after the latest determination of the Fund's net asset value on a regular business day will notify receive that latest net asset value if the purchaser request to the authorized insurance company by its customer to arrange such purchase prior to the latest determination of the Fund's net asset value that day complies with the requirements governing such fact and cause requests as stated in the return current Prospectus and/or SAI. (c) If the authorized insurance company shall fail to make timely settlement of such purchaser's funds submitted its purchase order in accordance with such application and any interest earned thereon. If you receive no notice applicable rules of rejection within the foregoing time limits National Association of Securities Dealers, Inc., or if funds submitted by any purchaser shall fail to make good payment for Shares in a timely manner, you shall have the purchaser are released from escrow right to cancel such purchase order and, at your account and risk, to hold responsible the Company within the foregoing time limits, the Order shall be deemed acceptedauthorized insurance company or investor. You agree promptly to reimburse the Trust for losses suffered by it that are attributable to any such cancellation, or to errors on your part in relation to the effective date of accepted purchase orders, limited to the amount that such losses exceed contemporaneous gains realized by the Trust for either of such reasons with respect to other purchase orders. (d) In the case of a canceled purchase for the account of a directly purchasing shareholder, the Trust agrees that if such investor fails to make every reasonable effort you whole for any loss you pay to determine the Trust on such canceled purchase order, the Trust will reimburse you for such loss to the extent of the aggregate redemption proceeds of any other Shares of the Fund owned by such investor, on your demand that the purchase Trust exercise its right to claim such redemption proceeds. The Trust shall register or cause to be registered all Shares sold to you pursuant to the provisions hereof in such names and amounts as you may request from time to time and the Trust shall issue or cause to be issued certificates evidencing such Shares for delivery to you or pursuant to your direction if and to the extent that the shareholder account in question contemplates the issuance of such certificates. All Shares is a suitable when so issued and appropriate investment for each potential purchaser of Shares based on information provided paid for, shall be fully paid and non-assessable by such purchaser regarding such purchaser's financial situation and investment objectives. You agree the Trust to maintain, for at least six years, records of the information used by you to determine whether an investment extent set forth in Shares is suitable and appropriate for a potential purchaser of Sharesthe current Prospectus and/or SAI.

Purchase of Shares. The This Section 4(a)(2) shall govern BNY Mellon’s responsibilities with respect to instructions for the opening of Fund accounts and the purchase of Fund Shares must be made during received by BNY Mellon. (A) BNY Mellon will review subscription purchase forms for Fund Shares and any accompanying documents (collectively, a “Purchase Order”) it receives from Approved Financial Intermediaries (as defined below) and determine in accordance with written procedures mutually agreed to by the offering period described in parties (the Prospectus“Subscription Procedures”) whether the Purchase Order constitutes a “Conforming Purchase Order”, which is hereby defined to mean a Purchase Order with respect to which all the following criteria are satisfied, or after such offering period in a “Non-Conforming Purchase Order”, which is hereby defined to mean a Purchase Order with respect to which one or more of the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "Order"). Persons desiring to purchase Shares following criteria are required to not satisfied: (i) deliver The subscription purchase form and any accompanying documentation are in completed proper form and good order (including, with respect to youPurchase Orders requiring the opening of a Shareholder account, the presence of an affirmation, in a manner appropriate Selected Dealer to the particular Purchase Order form, that the purchaser is a qualified investor); (ii) The Purchase Order contains all information and documentation necessary or Selected Investment Advisor appropriate to create a check Shareholder account for the purchaser named in the subscription purchase form, if a Shareholder account does not already exist for such purchaser; and (iii) BNY Mellon has received confirmation that good funds in sufficient amount to pay for the purchase transaction have been received from the purchaser or have been credited to the account of the purchaser. (B) With respect to each Conforming Purchase Order that BNY Mellon receives in a given calendar month in good order on or before the last business day of the particular calendar month, upon receiving in writing in accordance with the Subscription Procedures the NAV applicable to such Purchase Orders BNY Mellon will in accordance with the Subscription Procedures: (i) create a Shareholder account in the Fund for the purchaser if the purchaser does not already have an established Shareholder account in the Fund; (ii) execute the Conforming Purchase Order by issuing a number of Shares consistent with the Conforming Purchase Order, the amount of $10 per Share purchased funds tendered in connection with the Purchase Order and the applicable NAV, (subject to certain volume discounts or other discounts as described iii) credit the appropriate Fund accounts with the Shares issued in accordance with clause (ii); and (iv) record the prospectus, or such other per share price as may be applicable purchase date for the transaction effected pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent"), or clause (ii) authorize in accordance with the Subscription Procedures. (C) In the event BNY Mellon determines a debit Purchase Order to be a Non-Conforming Purchase Order, BNY Mellon will coordinate corrective conduct with the Fund’s investment advisor or administrator, as appropriate, in accordance with any applicable procedures set forth in the Subscription Procedures, and in the absence of such amount procedures or if unable to take corrective conduct will return the Non-Conforming Purchase Order to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment Advisor. Approved Financial Intermediary that submitted it. (D) For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase purposes of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicablethis Section 4(a)(2), “Approved Financial Intermediary” means a broker-dealer or registered investment advisor that BNY Mellon reasonably believes based on Written Instructions has been approved by the number of Fund to sell Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of SharesFund.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP Prospectus (each such purchase hereinafter defined as an "Order"). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Adviser a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank United States Trust Company of New York, as escrow agent (the "Escrow Agent"), or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorAdviser. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, by and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plansKeogx xxxns, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection is received by you within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of Shares.information

Purchase of Shares. On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, the Company hereby appoints Securities America as a Selected Dealer for the Shares during the period from the date hereof to the Termination Date (the “Effective Term”), including the Shares to be issued pursuant to the DRIP, each in the manner described in the Registration Statement. Subject to the performance by the Company of all obligations to be performed by it hereunder and the completeness and accuracy of all of its representations and warranties, Securities America agrees to use its best efforts, during the term of this Agreement, to offer and sell such number of Shares as contemplated by this Agreement at the price stated in the Prospectus, as the same may be adjusted from time to time. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "“Order"”). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Securities America a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectusProspectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent")Securities America, or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorSecurities America. For investors residing in certain states, an An order form in as mutually agreed upon by Securities America and the Company substantially similar to the form of subscription agreement attached to the Prospectus (each an "“Order Form"”) must be completed and submitted to the CompanyCompany for all investors. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You Securities America also will use its best efforts to forward all Order Forms received by Securities America to the CompanyCompany by the third business day following their receipt in good order by Securities America. You Securities America shall use your its best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day Company’s transfer agent, DST Systems, Inc., promptly after receipt by you Securities America from your its customer of each OrderOrder Form in good order. You Securities America confirms that it is familiar with Rule 15c2-4 under the Exchange Act, relating to the transmission of customer funds, and confirms that it will advise comply therewith in connection with the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I Offering of the Employee Retirement Income Security Act Shares contemplated by this Agreement. The parties acknowledge that any receipt by Securities America of 1974 payments for subscriptions for Shares shall be effected solely as an administrative convenience, and such receipt of payments shall not be deemed to constitute acceptance of Orders to purchase Shares or from some other type sales of investorShares by the Company. All Orders solicited by you Securities America will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser and Securities America of such fact and cause the return of such purchaser's ’s funds submitted with such application and any interest earned thereonapplication. If you receive Securities America receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree Securities America agrees to make every commercially reasonable effort efforts to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding regarding, among other things, such purchaser's ’s age, investment experience, financial situation and investment objectives. You agree Securities America agrees to maintain, for at least six years, records maintain copies of the Orders received from investors and of the other information used by you to determine whether an investment in Shares is suitable and appropriate obtained from investors for a potential purchaser minimum of 6 years from the date of sale and will make such information available to the Company upon request by the Company. Closing Dates and Delivery of Shares. Securities America confirms that it is familiar with Article III.E.1 of the Statement of Policy Regarding Real Estate Investment Trusts, as adopted by the North American Securities Administrators Association, and confirms that it will comply therewith in connection with the Offering of the Shares contemplated by this Agreement. Orders shall be submitted as contemplated by Section 12 of the Dealer Manager Agreement and as otherwise set forth in this Agreement. Shares will be issued as described in the Prospectus. Share issuance dates for purchases made pursuant to the DRIP will be as set forth in the DRIP.

Purchase of Shares. The purchase of Shares must may be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made acquired pursuant to the DRIP (each such purchase hereinafter defined as an "Order")Option only upon receipt by the Company of written notice of exercise signed by the Optionee. Persons desiring to purchase Shares are required to (i) deliver to youIn the notice, the appropriate Selected Dealer or Selected Investment Advisor a check in Optionee shall specify the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in date the prospectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent"), or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable)Option being exercised was granted, the number of Shares purchased byshares covered by the Option, any election the Option price, the number of shares as to participate which the Option is being exercised, the form of payment to be used as prescribed below, and, unless in the DRIP byopinion of counsel for the Company such a representation is not required in order to comply with the Securities Act of 1933, as amended, containing a representation that it is the Optionee’s Precision Castparts Corp. present intention to acquire the shares for investment and the total dollar amount not with a view to distribution. Exercise of investment by, each investor on whose behalf checks are submitted all or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon part of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by Option constitutes a binding contract between the Company and the Optionee. The Optionee shall make payment in full for the shares covered by such exercise in cash, in shares of stock of the Company reserves previously acquired and held for not less than one year by the right Optionee, valued at fair market value as determined by the Board of Directors, or in any combination of cash and such shares of stock of the Company. If the Optionee elects to make full or partial payment in shares of stock, the Optionee shall deliver duly endorsed certificates representing such shares with the notice of exercise, or make alternate arrangements for delivery of the shares that are satisfactory to the Company, in its absolute discretion discretion. If the Optionee elects to reject make full or partial payment in cash, such payment shall be made in fully collected funds at the time of exercise provided that if the Optionee is executing an order for immediate sale of the shares acquired pursuant to the Option through a registered broker dealer, the Optionee may make such payment by delivering to the Company with the notice of exercise (i) a personal check for the exercise price and any Order applicable withholding taxes, which check shall be honored by the bank upon which it is drawn within five business days from the date of exercise, or such lesser number of business days equal to accept or reject Orders the settlement period for broker transactions under applicable law at the date of exercise, and (ii) an authorization and assignment for security purposes in form satisfactory to the Company pursuant to which the Company is entitled to obtain payment of the exercise price and any applicable withholding taxes from the proceeds of sale of the shares in the order event the Optionee’s check is not timely honored. Upon receipt of their receipt full payment of the exercise price and applicable taxes, the Company will issue certificate(s) representing the shares purchased. No shares shall be issued until full payment therefor has been made. The exercise and payment procedures set forth in this Section 2.6 are subject to change from time to time by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no upon written notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of SharesOptionee.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP Prospectus (each such purchase hereinafter defined as an "Order"a “Subscription”). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Ameriprise a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectusProspectus, or such other per share price as may be applicable pursuant to the DRIPOffering) payable to The Bank of New York, as escrow agent (the "Escrow Agent")Ameriprise, or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorAmeriprise. For investors residing in certain states, an order form A subscription agreement in the form attached to the Prospectus (each an "Order Form"a “Subscription Agreement”) must be completed and submitted to the CompanyCompany for all investors. On a daily basis, you Ameriprise will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You Ameriprise also will forward all Order Forms Subscription Agreements received by Ameriprise to the CompanyCompany by the third business day following their receipt in good order by Ameriprise. You Ameriprise shall use your its best efforts to wire such funds or transmit checks to an account designated by the Escrow Agent Company in writing (the “Deposit Account”) not later than noon of the next business day after receipt by you Ameriprise from your its customer of each OrderSubscription except that, in any case in which Ameriprise maintains a branch office, and, pursuant to Ameriprise’s internal supervisory procedures, final internal supervisory review is conducted at a different location, the branch office shall transmit the offering price for the Shares and the Subscription Agreements to the Ameriprise office conducting such internal supervisory review by the close of business on the third business day following their receipt by the branch office in good order and Ameriprise shall review the Subscription Agreements to ensure their proper execution and form and, if they are acceptable, transmit the offering price for the Shares covered by the Subscription Agreements to the Deposit Account by the close of business on the third business day after their receipt by Ameriprise. You Ameriprise will advise the Escrow Agent Company’s transfer agent whether the funds you are Ameriprise is submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. The parties acknowledge that any receipt by Ameriprise of payments for Subscriptions for Shares shall be effected solely as an administrative convenience, and such receipt of payments shall not be deemed to constitute acceptance of Subscriptions to purchase Shares or sales of Shares by the Company. All Orders Subscriptions solicited by you Ameriprise will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order Subscription or to accept or reject Orders Subscriptions in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Ordera Subscription, the Company must accept or reject such OrderSubscription. If the Company elects to reject such OrderSubscription, within 10 business days after such rejection, it will notify the purchaser and Ameriprise of such fact and cause the return of such purchaser's ’s funds submitted with such application and any interest earned thereon. If you receive Ameriprise receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order Subscription shall be deemed accepted. You agree Ameriprise agrees to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's ’s financial situation and investment objectives. You agree Ameriprise agrees to maintain, for at least six years, records maintain copies of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of SharesSubscriptions received from investors.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "Order"). Persons desiring to purchase Shares are required to (i) deliver to you, you or the appropriate Selected Dealer or Selected Investment Advisor a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectusProspectus), or such other $9.50 per share price as may be applicable for shares purchased pursuant to the DRIP) DRIP during the Offering and until the first annual valuation of the Company's assets, payable to The Deutsche Bank of New YorkTrust Company Americas, as escrow agent (the "Escrow Agent"), or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer Dealer. Subsequent to the first annual valuation of the Company' assets, the price of shares purchased pursuant to the DRIP will be 95% of the then-current net asset value, as estimated by the Company's advisor or Selected Investment Advisoranother firm chosen for that purpose. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records maintain copies of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of SharesOrders received from investors.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "“Order"”). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Ameriprise a check in the amount of $10 10.40 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectusProspectus, or such other per share price as may be applicable pursuant to the DRIPOffering) payable to The Bank of New York, as escrow agent (the "Escrow Agent")Ameriprise, or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorAmeriprise. For investors residing A subscription agreement in certain states, an order form in substantially the form attached to the Prospectus (each an "Order Form"a “Subscription Agreement”) must be completed and submitted to the CompanyCompany for all investors and for all Orders. On a daily basis, you Ameriprise will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list (in the form of an Order File data transmission) including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You Ameriprise also will forward all Order Forms Subscription Agreements received (and determined to be in good order) by Ameriprise to the Company’s transfer agent by overnight mail within three business days after the associated funds are delivered as contemplated in the preceding sentence. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You Ameriprise will advise the Escrow Agent Company whether the funds you are Ameriprise is submitting are attributable to individual retirement accounts, Xxxxx Kxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. The parties acknowledge that any receipt by Ameriprise of payments for subscriptions for Shares shall be effected solely as an administrative convenience, and such receipt of payments shall not be deemed to constitute acceptance of orders to purchase Shares or sales of Shares by the Company. All Orders solicited by you Ameriprise will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's ’s funds submitted with such application and any interest earned thereonapplication. If you receive Ameriprise receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree Ameriprise agrees to make every commercially reasonable effort efforts to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's ’s financial situation and investment objectives. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of Shares.

Purchase of Shares. (a) The Company will purchase 166,000 of the Shares must (the “Acquired Shares”) at the price of $1.26 per share for a total purchase price of $209,160.00 (the “Total Purchase Price”). The Total Purchase Price shall be made during paid one business day after the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant Effective Date by wire transfer at a bank account number to be specified by Executive to the DRIP Company by the Effective Date. (each such purchase hereinafter defined as an "Order"). Persons desiring b) In connection with the sale of the Acquired Shares to purchase Shares are required the Company, Executive hereby represents and warrants to the Company that (i) deliver to youExecutive is, and on the Effective Date will be, the appropriate Selected Dealer or Selected Investment Advisor a check record owner of the Acquired Shares and has, and on the Effective Date will have, good and marketable title thereto, with full right and power to transfer and sell the Acquired Shares to Commerce in accordance with this Agreement, free and clear of all liens, pledges, security interests, claims, charges, restrictions, prior assignments and encumbrances of any nature whatsoever, other than restrictions which arise under the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent"), or securities laws; and (ii) authorize a debit as of such amount the date Executive executes this Agreement, and as of the Effective Date, the sale of the Acquired Shares to the account such purchaser maintains with youCompany does not, and will not, violate any other restriction of any kind or character to which Executive is subject. As a condition precedent to the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain statesCompany’s execution of this Agreement, an order form Executive’s spouse shall execute a spousal consent in the form attached hereto as Exhibit A consenting to the Prospectus sale of the Acquired Shares as specified in this Agreement. Executive acknowledges that the Company and Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP (each an "Order Form") must be completed and submitted “Xxxx Xxxxxxxx”), counsel to the Company. On a daily basis, you will submit rely on the truth and accuracy of the representations of Executive and Executive’s spouse in connection with the transactions contemplated by this Agreement, all checks received from investors and transferdocuments related to this Agreement and, via Federal Reserve bank wirewith respect to Xxxx Xxxxxxxx, its opinion to the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms agent to the Company, if necessary. You shall use your best efforts The Executive agrees to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and Xxxx Xxxxxxxx no later than the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection within Effective Date if the foregoing time limits or if funds submitted by the purchaser are released from escrow representations and warranties relating to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Acquired Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment become inaccurate or incomplete in Shares is suitable and appropriate for a potential purchaser of Sharesany respect.

Purchase of Shares. On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, the Company hereby appoints Ameriprise as a Selected Dealer for the Shares during the period from the date hereof to the Termination Date (the “Effective Term”), including the Shares to be issued pursuant to the DRIP, each in the manner described in the Registration Statement. Subject to the performance by the Company of all obligations to be performed by it hereunder and the completeness and accuracy of all of its representations and warranties, Ameriprise agrees to use its best efforts, during the term of this Agreement, to offer and sell such number of Shares as contemplated by this Agreement at the price stated in the Prospectus, as the same may be adjusted from time to time. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "“Order"”). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Ameriprise a check in the amount of $10 10.84 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectusProspectus, or such other per share price as may be applicable pursuant to the DRIP, or such other per share price as is disclosed from time to time in the Registration Statement or Prospectus) payable to The Bank of New York, as escrow agent (the "Escrow Agent")Ameriprise, or (ii) authorize a debit of such amount to the account such purchaser maintains with you, Ameriprise. A subscription agreement as mutually agreed upon by Ameriprise and the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an order form in Company substantially similar to the form of subscription agreement attached to the Prospectus (each an "Order Form"a “Subscription Agreement”) must be completed and submitted to the CompanyCompany for all investors. On a daily basisCNL Capital Markets Corp. and American Enterprise Investment Services, you Inc. (“AEIS”), an affiliate of Ameriprise, are parties to that certain Alternative Investment Product Networking Services Agreement, dated March 20, 2012, as amended (the “AIP Networking Agreement”), pursuant to which the broker-controlled accounts of Ameriprise’s customers that invest in the Company will submit all checks received from investors be processed and transferserviced. The parties acknowledge that any receipt by Ameriprise of payments for subscriptions for Shares shall be effected solely as an administrative convenience, via Federal Reserve bank wire, the total amount debited from investor accounts for the and such receipt of payments shall not be deemed to constitute acceptance of Orders to purchase Shares or sales of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to by the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you Ameriprise will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser and Ameriprise of such fact and cause the return of such purchaser's ’s funds submitted with such application and any interest earned thereonSubscription Agreement. No payment of Selling Commissions or the Marketing Fee will be made with respect to Orders (or portions thereof) which are rejected by the Company. If you receive Ameriprise receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree Ameriprise agrees to make every commercially reasonable effort efforts to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding regarding, among other things, such purchaser's financial situation and ’s age, investment experience, investment objectives, income, net worth, and financial situation. You agree Ameriprise agrees to maintainmaintain copies of the Orders received from investors and of the other information obtained from investors, including the Subscription Agreements, for at least a minimum of six years, records years from the date of sale and will make such information available to the information used Company upon request by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of Sharesthe Company.

Purchase of Shares. The (A) BNYM will review subscription purchase of forms for Fund Shares must be made during and any accompanying documents (collectively, a “Purchase Order”) it receives from Approved Financial Intermediaries (as defined below), the offering period described in Fund, the ProspectusFund’s placement agent, or after such offering period the Fund’s investment adviser and determine in accordance with written procedures mutually agreed to by the case parties (the “Subscription Procedures”,which shall constitute Exception Procedures for purposes of purchases made pursuant Section 14) whether the Purchase Order constitutes a “Conforming Purchase Order”, which is hereby defined to mean a Purchase Order with respect to which the DRIP (each such purchase hereinafter following criteria are satisfied, or a “Non-Conforming Purchase Order”, which is hereby defined as an "Order"). Persons desiring to purchase Shares mean a Purchase Order with respect to which the following criteria are required to not satisfied: (i) deliver The subscription purchase form and any accompanying documentation are in completed proper form and good order; (ii) The Purchase Order contains all information and documentation necessary or appropriate to youcreate a shareholder account for the investor named in the subscription purchase form, if a shareholder account does not already exist for such investor; (iii) BNYM has received confirmation that good funds in sufficient amount to pay for the purchase transaction have been received from the investor or have been credited to the account of the investor; and (iv) BNYM has received confirmation of the accreditation or other qualification of the investor from the party (an Approved Financial Intermediary, the appropriate Selected Dealer Fund, the Fund’s placement agent, or Selected Investment Advisor the Fund’s investment adviser, as appropriate) submitting the particular Purchase Order. (B) Each month BNYM will, with respect to each Conforming Purchase Order that it received Confidential And Proprietary Execution Version in good order on or before the last business day of the immediately preceding calendar month, upon receiving in writing in accordance with the Subscription Procedures the NAV applicable to such Purchase Orders: (i) create a check shareholder account in the Fund for the investor if the investor does not already have an established shareholder account in the Fund; (ii) execute the Conforming Purchase Order by issuing a number of Shares consistent with the Conforming Purchase Order, the amount of $10 per Share purchased funds tendered in connection with the Purchase Order and the applicable NAV, (subject to certain volume discounts or other discounts as described iii) credit the appropriate Fund accounts with the Shares issued in accordance with clause (ii); and (iv) record the prospectus, or such other per share price as may be applicable purchase date for the transaction effected pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent"), or clause (ii) authorize in accordance with the Subscription Procedures. (C) In the event BNYM determines a debit Purchase Order to be a Non-Conforming Purchase Order, BNYM will coordinate corrective conduct with the Fund’s investment advisor and/or administrator in accordance with any applicable procedures set forth in the Subscription Procedures, and in the absence of such amount procedures will return the Non-Conforming Purchase Order to the account such purchaser maintains with youparty (an Approved Financial Intermediary, the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wireFund, the total amount debited from investor accounts for Fund’s placement agent, or the purchase Fund’s investment adviser, as appropriate) that submitted it. (D) For purposes of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicablethis Section 3(a)(2), “Approved Financial Intermediary” means a broker-dealer or registered investment advisor that BNYM reasonably believes based on Written Instructions has been approved by the number of Fund to sell Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of SharesFund.

Purchase of Shares. The (a) During the Initial Period, Share Seller shall, subject to subsection (b) below, use reasonable efforts to purchase or cause the purchase of a number of Shares must be made during with an Aggregate Forward Amount as close as practicable to (taking into account any Purchase Suspensions), but in no event greater than, the offering period described Maximum Initial Amount in the Prospectussuch manner, or after at such offering period prices and at such times as Share Seller, in the case of purchases made pursuant its sole discretion, shall determine. Notwithstanding anything to the DRIP (each such purchase hereinafter defined as an "Order"). Persons desiring to purchase Shares are contrary herein, Share Seller shall not be required to (i) deliver to you, the appropriate Selected Dealer so purchase or Selected Investment Advisor a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent"), or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for cause the purchase of Shares along with a list including on any Initial Period Date if, in the namereasonable judgment of Share Seller, address and telephone number of, such purchase would contravene or violate any Requirement of Law applicable to Share Seller. Share Seller shall cause any Shares so purchased to be pledged to Share Purchaser pursuant to the social security number Collateral Agreement or taxpayer identification number of, the brokerage account number of another agreement reasonably acceptable to Share Purchaser. (if applicableb) Notwithstanding subsection (a), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order Share Purchaser shall be deemed accepted. You agree entitled, by written notice to make every reasonable effort Share Seller by 8:30 a.m., New York time, on any Initial Period Date, to determine that direct Share Seller not to purchase or cause the purchase of Shares is pursuant to subsection (a) above on such Initial Period Date (a suitable "PURCHASE SUSPENSION"). (c) No later than 5:00 p.m., New York time, on each Initial Period Date on which Shares are purchased, Share Seller shall inform Share Purchaser by fax or electronic mail of all Share purchases effected during such Initial Period Date pursuant to this Section 2.2. (d) On the earliest to occur of (i) the first Initial Period Date on which the number of Initial Shares equals the Maximum Initial Shares, (ii) the first Initial Period Date on which the Aggregate Forward Amount equals the Maximum Initial Amount, (iii) written direction of Share Purchaser delivered to the Trust and appropriate investment for each potential purchaser Share Seller that the Initial Period shall terminate, (iv) January 5, 2001 and (v) any Mandatory Prepayment Event or any Event of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree Default with respect to maintain, for at least six years, records Share Purchaser (the earliest of the information used by you dates described in clauses (i) through (v), the "TRADE DATE"), the Initial Period shall terminate and Share Seller shall cease purchasing or causing to determine whether an investment in be purchased Shares is suitable and appropriate for shall promptly prepare and deliver a potential purchaser schedule to Share Purchaser, which shall state the Number of Shares, the Aggregate Forward Amount and the Initial Share Price as of the end of the Initial Period.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "Order"). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent"), or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection is received by you within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of Shares.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "Order"). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent"), or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx Keogh plans, or any other employee benefit plan subject to Title I of the xxx Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of Shares.

Purchase of Shares. The purchase 1.1 Subject to the provisions of Shares must be made during the offering period described Section 4.3 hereof, in the event that the IPO Closing (as defined below) shall take place on or before August 31, 2000, contemporaneously with such IPO Closing, Purchaser shall purchase and the Company shall issue and sell to Purchaser at the Per-Share Purchase Price (as defined below) such number of shares of the Common Stock of the Company, par value $.01 per share (the "Purchased Common Shares") as shall equal, to the nearest whole number, the quotient of $7,500,000 divided by the per share offering Price to Public set forth on the cover page of the final Prospectus, as defined below (the "Per-Share Purchase Price") at a closing to take place at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Upon the date of such closing, the Company shall deliver to Purchaser one or after such offering period in the case of purchases made more stock certificates, pursuant to the DRIP (each Purchaser's reasonable request, representing the Purchased Common Shares. Each such purchase hereinafter defined as an "Order"). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor a check certificate shall be registered in the amount name of $10 per Share purchased (the Purchaser. The Company's obligation to issue and deliver the Purchased Common Shares shall be subject to certain volume discounts or other discounts as described in the prospectusfollowing conditions, or such other per share price as any of which may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent"), or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to waived by the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of : (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their a) receipt by the Company of a certified or otherwiseofficial bank check or checks or wire transfer of funds in the full amount of the purchase price for the Purchased Common Shares; and (b) the accuracy of the representations and warranties made by the Purchaser herein as though such representations and warranties had been made on and as of Closing. Within 30 days The term "Prospectus" as used herein shall mean the prospectus, as amended, on file with the SEC at the time the Registration Statement becomes effective, including the information deemed to be part of receipt the Registration Statement at the time of an Ordereffectiveness pursuant to Rule 430A, if applicable, except that if the prospectus filed by the Company pursuant to Rule 424(b) differs from the prospectus on file at the time the Registration Statement becomes effective, the Company must accept term "Prospectus" shall refer to the Rule 424(b) Prospectus from and after the time it was filed with the SEC or reject such Ordertransmitted to the SEC for filing. If The "IPO Closing" as used herein shall mean the first date upon which the Company elects to reject such Order, within 10 business days after such rejection, it will notify receives from the purchaser Underwriters the proceeds of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limitsIPO, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable less underwriting discount and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of Sharescommissions.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "“Order"”). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Ameriprise a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectusProspectus, or such other per share price as may be applicable pursuant to the DRIPOffering) payable to The Bank of New York, as escrow agent (the "Escrow Agent")Ameriprise, or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorAmeriprise. For investors residing A subscription agreement in certain states, an order form in substantially the form attached to the Prospectus (each an "Order Form"a “Subscription Agreement”) must be completed and submitted to the CompanyCompany for all investors. On a daily basis, you Ameriprise will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You Ameriprise shall use your its best efforts to wire such funds or transmit checks and forward all Subscription Agreements received by Ameriprise to UMB Bank, N.A., as escrow agent (the “Escrow Agent”) until subscription proceeds reach $2 million or such higher amount for certain states as described in the Prospectus) and thereafter to the Company or its designated bank, as instructed by the Company (each of the Escrow Agent and any designated bank is sometimes referred to as an “Agent Bank”) not later than noon of the next business day after receipt by you Ameriprise from your its customer of each Order. You will advise Order except that, in any case in which Ameriprise maintains a branch office, and, pursuant to Ameriprise’s internal supervisory procedures, final internal supervisory review is conducted at a different location, the branch office shall transmit the offering price for the Shares and the Subscription Agreements to the Ameriprise office conducting such internal supervisory review by the close of business on the next business day following the initial receipt by the branch office in good order and Ameriprise shall review the Subscription Agreements to ensure their proper execution and form and, if they are acceptable, transmit the Subscription Agreements and the offering price for the Shares covered by the Subscription Agreements to the Escrow Agent whether the funds you are submitting are attributable to individual retirement accountsAgent, Xxxxx plansCompany, or Agent Bank, as appropriate, by the close of business on the third business day after the initial receipt by the Ameriprise branch office. The parties acknowledge that any other employee benefit plan subject receipt by Ameriprise of payments for subscriptions for Shares shall be effected solely as an administrative convenience, and such receipt of payments shall not be deemed to Title I constitute acceptance of orders to purchase Shares or sales of Shares by the Employee Retirement Income Security Act of 1974 or from some other type of investorCompany. All Orders solicited by you Ameriprise will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser and Ameriprise of such fact and cause the return of such purchaser's ’s funds submitted with such application and any interest earned thereonapplication. If you receive Ameriprise receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree Ameriprise agrees to make every commercially reasonable effort efforts to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding regarding, among other things, such purchaser's ’s age, investment experience, financial situation and investment objectives. You agree Ameriprise agrees to maintain, for at least six years, records maintain copies of the Orders received from investors and of the other information used by you to determine whether an investment in Shares is suitable and appropriate obtained from investors for a potential purchaser minimum of Sharessix (6) years from the date of sale and will make such information available to the Company upon request by the Company.

Purchase of Shares. On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, the Company hereby appoints Ameriprise as a Selected Dealer for the Shares during the period from the date hereof to the Termination Date (the “Effective Term”), including the Shares to be issued pursuant to the DRIP, each in the manner described in the Registration Statement. Subject to the performance by the Company of all obligations to be performed by it hereunder and the completeness and accuracy of all of its representations and warranties, Ameriprise agrees to use its best efforts, during the term of this Agreement, to offer and sell such number of Shares as contemplated by this Agreement at the price stated in the Prospectus, as the same may be adjusted from time to time. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "“Order"”). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Ameriprise a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectusProspectus, or such other per share price OC\1079834.2 Xxxxx Watermark Selected Dealer Agreement as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent")Ameriprise, or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorAmeriprise. For investors residing in certain states, an An order form in as mutually agreed upon by Ameriprise and the Company substantially similar to the form of subscription agreement attached to the Prospectus (each an "“Order Form"”) must be completed and submitted to the CompanyCompany for all investors. On a daily basis, you will submit all checks received from investors and Ameriprise shall transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You Ameriprise also will forward all Order Forms received by Ameriprise to the CompanyCompany by the third business day following their receipt in good order by Ameriprise. You Ameriprise shall use your its best efforts to wire such funds or transmit checks to UMB Bank, N.A. until subscription proceeds reach $33,333,334.00 and thereafter to Bank of the Escrow West (each of UMB Bank, N.A. and Bank of the West being an “Agent Bank”) not later than noon of the next business day after receipt by you Ameriprise from your its customer of each OrderOrder Form in good order. You Ameriprise will advise the Escrow Agent Bank whether the funds you are Ameriprise is submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. The parties acknowledge that any receipt by Ameriprise of payments for subscriptions for Shares shall be effected solely as an administrative convenience, and such receipt of payments shall not be deemed to constitute acceptance of Orders to purchase Shares or sales of Shares by the Company. All Orders solicited by you Ameriprise will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser and Ameriprise of such fact and cause the return of such purchaser's ’s funds submitted with such application and any interest earned thereonthereon submitted with such application. If you receive Ameriprise receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree Ameriprise agrees to make every commercially reasonable effort efforts to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding regarding, among other things, such purchaser's ’s age, investment experience, financial situation and investment objectives. You agree Ameriprise agrees to maintain, for at least six years, records maintain copies of the Orders received from investors and of the other information used by you to determine whether an investment in Shares is suitable and appropriate obtained from investors for a potential purchaser minimum of Shares6 years from the date of sale and will make such information available to the Company upon request by the Company.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP Prospectus (each such purchase hereinafter defined as an "Order"). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Adviser a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIPdiscounts) payable to The Bank United States Trust Company of New York, as escrow agent (the "Escrow Agent"), or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorAdviser. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection is received by you within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of Shares.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "“Order"”). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Securities America a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectusProspectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent")Securities America, or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorSecurities America. For investors residing in certain states, an An order form in as mutually agreed upon by Securities America and the Company substantially similar to the form of subscription agreement attached to the Prospectus (each an "“Order Form"”) must be completed and submitted to the CompanyCompany for all investors. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You Securities America also will use its best efforts to forward all Order Forms received by Securities America to the CompanyCompany or its designated agent by the third business day following their receipt in good order by Securities America. You Securities America shall use your its best efforts to wire such funds or transmit checks to UMB Bank, N.A., as escrow agent (the “Escrow Agent”) until subscription proceeds reach $2.5 million or such higher amount for certain states as described in the Prospectus) and thereafter to the Company or its designated bank, as instructed by the Company (each of the Escrow Agent not later than noon and any designated bank is sometimes referred to as an “Agent Bank”) promptly after receipt by Securities America from its customer of each Order Form in good order except that, in any case in which Securities America maintains a branch office, and, pursuant to Securities America’s internal supervisory procedures, final internal supervisory review is conducted at a different location, the branch office shall transmit the offering price for the Shares and the Order Forms to the Securities America office conducting such internal supervisory review by the close of business on the next business day after following their receipt by you from your the branch office in good order and Securities America shall review the Order Forms to ensure their proper execution and form and, if they are acceptable, transmit the offering price for the Shares covered by the Order Forms to the applicable Agent Bank by the close of business on the third business day after their receipt by Securities America. Securities America confirms that it is familiar with Rule 15c2-4 under the Exchange Act, relating to the transmission of customer of each Order. You funds, and confirms that it will advise comply therewith in connection with the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I Offering of the Employee Retirement Income Security Act Shares contemplated by this Agreement. The parties acknowledge that any receipt by Securities America of 1974 payments for subscriptions for Shares shall be effected solely as an administrative convenience, and such receipt of payments shall not be deemed to constitute acceptance of Orders to purchase Shares or from some other type sales of investorShares by the Company. All Orders solicited by you Securities America will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser and Securities America of such fact and cause the return of such purchaser's ’s funds submitted with such application and any interest earned thereonapplication. If you receive Securities America receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree Securities America agrees to make every commercially reasonable effort efforts to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding regarding, among other things, such purchaser's ’s age, investment experience, financial situation and investment objectives. You agree Securities America agrees to maintain, for at least six years, records maintain copies of the Orders received from investors and of the other information used by you to determine whether an investment in Shares is suitable and appropriate obtained from investors for a potential purchaser minimum of Sharessix (6) years from the date of sale and will make such information available to the Company upon request by the Company.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "Order"). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Ameriprise a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectusProspectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent")Ameriprise, or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorAmeriprise. For investors residing in certain states, an An order form in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to the CompanyCompany for all investors. On a daily basis, you Ameriprise will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You Ameriprise also will forward all Order Forms received by Ameriprise to the CompanyCompany by the third business day following their receipt in good order by Ameriprise. You Ameriprise shall use your its best efforts to wire such funds or transmit checks to Deutsche Bank Trust Company Americas, as escrow agent (the "Escrow Agent Agent") not later than noon of the next business day after receipt by you Ameriprise from your its customer of each Orderorder except that, in any case in which Ameriprise maintains a branch office, and, pursuant to Ameriprise's internal supervisory procedures, final internal supervisory review is conducted at a different location, the branch office shall transmit the offering price for the Shares and the Order Forms to the Ameriprise office conducting such internal supervisory review by the close of business on the third business day following their receipt by the branch office in good order and Ameriprise shall review the Order Forms to ensure their proper execution and form and, if they are acceptable, transmit the offering price for the Shares covered by the Order Forms to the Escrow Agent by the close of business on the third business day after their receipt by Ameriprise. You Ameriprise will advise the Escrow Agent whether the funds you are Ameriprise is submitting are attributable to individual retirement accounts, Xxxxx Keogh plans, or any other employee benefit plan subject to Title I of the ox xxx Employee Retirement Income Security Act of 1974 or from some other type of investor. The parties acknowledge that any receipt by Ameriprise of payments for subscriptions for Shares shall be effected solely as an administrative convenience, and 10 such receipt of payments shall not be deemed to constitute acceptance of orders to purchase Shares or sales of Shares by the Company. All Orders solicited by you Ameriprise will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive Ameriprise receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree Ameriprise agrees to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree Ameriprise agrees to maintain, for at least six years, records maintain copies of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of SharesOrders received from investors.

Purchase of Shares. The purchase of Shares must be made during Upon the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant terms and subject to the DRIP conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, Seller agrees to sell, transfer, convey, assign and deliver to Buyer, and Buyer agrees to acquire and buy from Seller, the Shares, free and clear of all liens immediately upon receipt of the requisite consents of Seller’s lenders. (each a) Pending delivery of the Shares, Seller agrees to convey to Buyer, and Buyer agrees to assume from Seller, all of the economic benefits and burdens of the Owner and of ownership of the Vessel. In furtherance of the foregoing, as of 12:01 AM, Athens Time, on the Initial Closing Date (as defined below), Seller shall cause the Owner to hold any funds received from whatever source, on account and to the benefit of Buyer subject to payment of the Owner’s liabilities and obligations; provided, however, that Seller shall not permit the Owner to incur any new obligations or liabilities without the consent of Buyer. It is clarified that any earnings of the Owner collected or to be collected by the Owner and any and all expenses incurred or to be incurred by the Owner in connection with the time up to 12.00 AM, Athens time, on the Initial Closing Date shall be to the benefit or at the expense, respectively, of Seller. (b) Commencing with the delivery of the Vessel from the Builder, Seller shall cause all charter hire to be received at the account of the Owner with the Lending Bank and will cause such purchase hereinafter defined as an "Order"). Persons desiring charter hire to purchase Shares are required be utilized from such account to cover: (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent"), or Vessel’s running expenses under her management by CARDIFF MARINE INC.; (ii) authorize a debit the retention account for the payment of such amount principal under the relevant loan facility agreement between the Owner and Bayerische Hypo-Und Vereinsbank AG; (iii) interest and any other amounts payable under the relevant loan; (iv) any liquidity requirements for the relevant loan; (v) any contractual liabilities of the Owner pursuant to any swaps Agreement; (vi) any other obligations that have been incurred with Buyer’s consent. The surplus, if any, will be held by the Owner for the account such purchaser maintains with you, of Buyer and shall be distributed / remitted to Buyer on request as permitted by the appropriate Selected Dealer or Selected Investment Advisorexisting Loan Agreement. For investors residing in certain states, an order form in The Owner is and shall remain the form attached to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon beneficiary of the next business day after receipt by you warranties from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of SharesBuilder.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "Order"). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Deutsche Bank of New YorkTrust Company Americas, as escrow agent (the "Escrow Agent"), or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of Shares.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "“Order"”). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Ameriprise a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectusProspectus, or such other per share price as may be applicable pursuant to the DRIPOffering) payable to The Bank of New York, as escrow agent (the "Escrow Agent")Ameriprise, or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorAmeriprise. For investors residing A subscription agreement in certain states, an order form in substantially the form attached to the Prospectus (each an "Order Form"a “Subscription Agreement”) must be completed and submitted to the CompanyCompany for all investors. On a daily basis, you Ameriprise will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You Ameriprise also will forward all Order Forms Subscription Agreements received by Ameriprise to the CompanyCompany by the third business day following their receipt in good order by Ameriprise. You Ameriprise shall use your its best efforts to wire such funds or transmit checks to First Republic Trust Company, as escrow agent (the “Escrow Agent”) until subscription proceeds reach $2.5 million or such higher amount for certain states as described in the Prospectus) and thereafter to the Company or its designated bank, as instructed by the Company (each of the Escrow Agent and any designated bank is sometimes referred to as an “Agent Bank”) not later than noon of the next business day after receipt by you Ameriprise from your its customer of each Order. You will advise order except that, in any case in which Ameriprise maintains a branch office, and, pursuant to Ameriprise’s internal supervisory procedures, final internal supervisory review is conducted at a different location, the branch office shall transmit the offering price for the Shares and the Subscription Agreements to the Ameriprise office conducting such internal supervisory review by the close of business on the next business day following the initial receipt by the branch office in good order and Ameriprise shall review the Subscription Agreements to ensure their proper execution and form and, if they are acceptable, transmit the offering price for the Shares covered by the Subscription Agreements to the Escrow Agent whether the funds you are submitting are attributable to individual retirement accountsAgent, Xxxxx plansCompany, or designated bank, as appropriate, by the close of business on the third business day after the initial receipt by the Ameriprise branch office. The parties acknowledge that any other employee benefit plan subject receipt by Ameriprise of payments for subscriptions for Shares shall be effected solely as an administrative convenience, and such receipt of payments shall not be deemed to Title I constitute acceptance of orders to purchase Shares or sales of Shares by the Employee Retirement Income Security Act of 1974 or from some other type of investorCompany. All Orders solicited by you Ameriprise will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser and Ameriprise of such fact and cause the return of such purchaser's ’s funds submitted with such application and any interest earned thereonapplication. If you receive Ameriprise receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree Ameriprise agrees to make every commercially reasonable effort efforts to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's ’s financial situation and investment objectives. You agree Ameriprise agrees to maintain, for at least six years, records maintain copies of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of SharesOrders received from investors.

Purchase of Shares. The purchase of Shares must be made during Upon the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant terms and subject to the DRIP conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, Seller agrees to sell, transfer, convey, assign and deliver to Buyer, and Buyer agrees to acquire and buy from Seller, the Shares, free and clear of all liens immediately upon receipt of the requisite consent of Seller’s Lenders. (each a) Pending delivery of the Shares, Seller agrees to convey to Buyer, and Buyer agrees to assume from Seller, all of the economic benefits and burdens of the Owner and of ownership of the Vessel. In furtherance of the foregoing, as of 12:01 AM, Athens Time, on the Initial Closing Date (as defined below), Seller shall cause the Owner to hold any funds received from whatever source on account and to the benefit of the Buyer, subject to payment of the Owner’s liabilities and obligations; provided, however, that Seller shall not permit the Owner to incur any new obligations or liabilities without the consent of Buyer. It is clarified that any earnings of the Owner collected or to be collected by the Owner and any and all expenses incurred or to be incurred by the Owner in connection with the time up to 12.00 A.M. Athens time on the Initial Closing Date as defined below shall be to the benefit or at the expense respectively of Seller. (b) Commencing from Initial Closing Date, Seller shall cause all charter hire to be received at the account of the Owner with the Lending Bank as per Main Terms of Charter Party forming Exhibit A and with effect from the Initial Closing Date will cause the full amount of such purchase hereinafter defined as an "Order"). Persons desiring charter hire to purchase Shares are required be utilized from such account to cover: (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent"), or Vessel’s running expenses under her management by CARDIFF MARINE INC.; (ii) authorize a debit the retention account for the payment of such amount principal under the relevant loan facility agreement between the Owner and HSH NORDBANK AG; (iii) the interest and any other amounts payable under the relevant loan; (iv) any liquidity requirements for the relevant loan; (v) any contractual liabilities of the Owner pursuant to any swap agreements (vi) any other obligations that have been incurred with Buyer’s consent. The surplus, if any, from the above, will be held by the Owner for the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an order form in the form attached of Buyer and shall be distributed / remitted to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor Buyer on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance request as permitted by the Company existing loan and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of Sharessecurity documents.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP Prospectus (each such purchase hereinafter defined as an "Order"). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Adviser a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank United States Trust Company of New York, as escrow agent (the "Escrow Agent"), or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorAdviser. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, by and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plansKeogx xxxns, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection is received by you within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of Shares.foregoing

Purchase of Shares. (a) The purchase Executive hereby represents and warrants that he beneficially and of Shares must be made during record currently holds a total of 174,926 shares (which number includes the offering period described shares currently held in the Prospectus, or after such offering period in the case of purchases made pursuant escrow relating to the DRIP Skipping Stone acquisition) of the common stock of Commerce (each such the "Shares") and that, other than the options referenced in Section 8 herein, he does not own, of record or beneficially any other shares of the common stock of Commerce. (b) Commerce will purchase hereinafter defined as an from Executive all 174,926 of the Shares (the "OrderAcquired Shares") at the price of $1.50 per share for a total purchase price of $262,389 (the "Total Purchase Price"). Persons desiring The Total Purchase Price shall be paid as follows: (a) 50% paid one business day after the Effective Date, (the "Closing Date") and (b) the remaining 50% paid on the first business day 90 days after the first payment is made. Payment to be made by wire transfer to an account designated by Executive. Commerce's obligation to purchase the Acquired Shares are shall be cancelled and Commerce shall have no obligation to purchase the Acquired Shares if the Executive revokes the Agreement as provided in Section 13(c), below, or the Company and Commerce have not received a signed original of this Agreement and the other documents required in connection with it. (c) In connection with the sale of the Acquired Shares to Commerce, the Executive hereby represents and warrants to Commerce that (i) deliver to youthe Executive is, and will be on the Closing Date, the appropriate Selected Dealer or Selected Investment Advisor a check record owner of the Acquired Shares and has, and will have on the Closing Date, good and marketable title thereto, with full right and power to transfer and sell the Acquired Shares to Commerce on the Closing Date in accordance with this Agreement, free and clear of all liens, pledges, security interests, claims, charges, restrictions, prior assignments and encumbrances of any nature whatsoever, other than restrictions which arise under the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent"), or securities laws; and (ii) authorize the sale of the Acquired Shares to Commerce does not violate any other restriction of any kind or character to which the Executive is subject. As a debit of such amount condition precedent to the account such purchaser maintains with youCompany's and Commerce's execution of this Agreement, the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an order form Executive's spouse shall execute a spousal consent in the form attached hereto as Exhibit A consenting to the Prospectus (each an "Order Form") must be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon sale of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and the Company reserves the right Acquired Shares as specified in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of Sharesthis Agreement.

Purchase of Shares. The purchase 8.1 Subject to the provisions of Shares must be made during Section 8.2 hereof, Lincolnshire or Nooya (the offering period described "Designating Shareholder") may, in the Prospectusevent income tax, estate tax or other similar taxes are payable by a succession or heir (the "Tax Liability") as a result of the death of the Beneficial Shareholder of such Designating Shareholder or his spouse, and that such Tax Liability has not been fully paid after application of the provisions of Section 8.6 hereof, request that the Corporation repay any amounts owing by the Corporation to the Designating Shareholder, redeem Preferred Shares held by the Designating Shareholder or repurchase such offering period number of Common Shares held by the Designating Shareholder as determined between the Corporation and the Designating Shareholder (the "Designated Shareholder Interest") in such an amount and/or for a purchase price, as the case may be, to be agreed upon by the Board, on behalf of the Corporation, and the Designating Shareholder and which shall take into account the market value of all the assets of the Corporation and the liabilities of the Corporation, including a reasonable amount for inherent liabilities for taxes on any disposition of any asset of the Corporation. The value of any amount owing by the Corporation to the Designating Shareholder and of the Preferred Shares and Common Shares to be so repaid, redeemed or repurchased shall, in the case opinion of purchases made pursuant the Board, reasonably exercised, be sufficient to the DRIP (each such purchase hereinafter defined as an "Order"). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor a check in cover the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectusoutstanding Tax Liability, or such other per share price as may be applicable pursuant provided that the net after-tax proceeds to the DRIP) payable Designating Shareholder of the Designated Shareholder Interest so repaid, redeemed or repurchased shall not exceed the amount of the outstanding Tax Liability. In the event the Corporation and the Designating Shareholder are unable to The Bank agree as to any indebtedness of New York, as escrow agent (the "Escrow Agent"), or (ii) authorize a debit of such amount Corporation to the account such purchaser maintains with you, Designating Shareholder to be repaid by the appropriate Selected Dealer Corporation or Selected Investment Advisor. For investors residing in certain states, an order form in the form attached number of Preferred Shares or Common Shares to be redeemed or repurchased for the consideration equal to the Prospectus net after-tax proceeds (each an "Order Form") must be completed and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage after taking into account number of (if applicableRDTOH recoupment), the number shall be conclusively determined by the unanimous determination of Shares purchased bySteven Yaphe of Ernst & Young (to the extent permitted by Ernst & Youxx XXX xxx xotwithstanding his retirement from that firm) and Alan Z. Golden of Davies Ward Phillips & Vineberg LLP or, any election to participate in the DRIP byevenx xxxx xxxxxx such xxxxxn xx xxxxxx xx unxxxxxxx to serve, by a partner of such firm nominated thereby. 8.2 Subject to Section 8.5 hereof, upon written request from the Designating Shareholder, the Corporation shall sell such proportion of its Assets (the "Designated Assets") as is necessary to pay for the repayment, redemption or repurchase, as the case may be, of the Designated Shareholder Interest as follows: 8.2.1 firstly, the Corporation shall sell or redeem all or a portion of any Assets other than the Molson Coors Shares, as required, to the extent such Assets can be sold or redeemed; and 8.2.2 secondly, if necessary, the Corporation shall sell such number of Molson Coors Shares as is required in order to repurchase the Designated Shareholder Interest. 8.3 Subject to Section 8.5 hereof, the Corporation may, before selling the Designated Assets, transfer the Molson Coors Shares to a separate holding corporation and sell the shares of such holding corporation in order to allow the Corporation to access the Safe Income on Hand attributable to the Molson Coors Shares. 8.4 Upon the sale of the Designated Assets as hereinabove provided, the Corporation shall repay, redeem or repurchase, as the case may be, the Designated Shareholder Interest in consideration for the net after-tax sales proceeds (after taking into account RDTOH recoupment, if any) but not in excess of the agreed upon amount in respect of the repayment, redemption or repurchase. 8.5 The Corporation may only sell, transfer, redeem or otherwise dispose of the Designated Assets pursuant to this Article 8 if such proposed transaction complies with applicable corporate and securities legislation and does not constitute either a takeover bid by the acquiror within the meaning of the applicable securities legislation or, to the extent such proposed transaction constitutes a takeover bid, that it is exempt from the provisions of applicable securities legislation or is otherwise approved by the Board, which approval may be arbitrarily withheld. In the event the Corporation is unable to meet the requirements of this Section 8.5 at the time a request is made by the Designating Shareholder under Section 8.1 hereof, the parties hereto agree that the Corporation shall not be required to repay, redeem or repurchase, as the case may be, the Designated Shareholder Interest until such time as the Corporation can meet the requirements of this Section 8.5. 8.6 Notwithstanding any of the foregoing, the Corporation shall not be required to repay, redeem or repurchase, as the case may be, the Designated Shareholder Interest in the event that either the Beneficial Shareholder or the Designating Shareholder has other current assets (such as, but without limiting the generality of the foregoing, cash, insurance proceeds or short-term investments) which could reasonably be converted to cash, in which case such other assets shall first be used by the Beneficial Shareholder and the total dollar amount Designating Shareholder to satisfy the Tax Liability and the Corporation shall repurchase only such proportion of investment bythe Designated Shareholder Interest, each investor on whose behalf checks are submitted if any, which is necessary in order for the Beneficial Shareholder or the wire transfer is made. You also will forward all Order Forms Designating Shareholder to satisfy the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon balance of the next business day after receipt Tax Liability not repaid through the proceeds from such other assets. 8.7 Upon any such repayment, redemption or repurchase, the Agreed Ratio shall be modified to reflect the appropriate proportions thereof, by you from your customer of each Order. You will advise reflecting an increase in the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I proportion of the Employee Retirement Income Security Act other Shareholder and a decrease in the proportion of 1974 or from some other type of investor. All Orders solicited by you will the Designating Shareholder, such modification to be strictly subject to review and acceptance conclusively determined by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records auditors of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser Corporation at the request of Sharesany Shareholder.

Purchase of Shares. The purchase of Shares must be made during Upon the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant terms and subject to the DRIP conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, Seller agrees to sell, transfer, convey, assign and deliver to Buyer, and Buyer agrees to acquire and buy from Seller, the Shares, free and clear of all liens immediately upon receipt of the requisite consent of Seller’s Lenders. (each a) Pending delivery of the Shares, Seller agrees to convey to Buyer, and Buyer agrees to assume from Seller, all of the economic benefits and burdens of the Owner and of ownership of the Vessel. In furtherance of the foregoing, as of 12:01 AM, Athens Time, on the Initial Closing Date (as defined below), Seller shall cause the Owner to hold any funds received from whatever source on account and to the benefit of the Buyer, subject to payment of the Owner’s liabilities and obligations; provided, however, that Seller shall not permit the Owner to incur any new obligations or liabilities without the consent of Buyer. It is clarified that any earnings of the Owner collected or to be collected by the Owner and any and all expenses incurred or to be incurred by the Owner in connection with the time up to 12.00 A.M. Athens time on the Initial Closing Date as defined below shall be to the benefit or at the expense respectively of Seller. (b) Commencing from Initial Closing Date, Seller shall cause all charter hire to be received at the account of the Owner with the Lending Bank as per Main Terms of Charter Party forming Exhibit A and with effect from the Initial Closing Date will cause the full amount of such purchase hereinafter defined as an "Order"). Persons desiring charter hire to purchase Shares are required be utilized from such account to cover: (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent"), or Vessel’s running expenses under her management by CARDIFF MARINE INC.; (ii) authorize the retention account for the payment of principal under the relevant loan facility agreement between the Owner and NORDEA BANK acting on behalf of a debit syndicate of such amount Banks; (iii) the interest and any other amounts payable under the relevant loan; (iv) any liquidity requirements for the relevant loan; (v) any contractual liabilities of the Owner pursuant to any swap agreements (vi) any other obligations that have been incurred with Buyer’s consent. The surplus, if any, from the above,-will be held by the Owner for the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an order form in the form attached to the Prospectus (each an "Order Form") must be completed of Buyer and submitted to the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree distributed / remitted to make every reasonable effort to determine that Buyer on request in line with the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of Sharesexisting Loan Agreement.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "“Order"”). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Ameriprise a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectusProspectus, or such other per share price as may be applicable pursuant to the DRIPOffering) payable to The Bank of New York, as escrow agent (the "Escrow Agent")Ameriprise, or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorAmeriprise. For investors residing A subscription agreement in certain states, an order form in substantially the form attached to the Prospectus (each an "Order Form"a “Subscription Agreement”) must be completed and submitted to the CompanyCompany for all investors. On a daily basis, you Ameriprise will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You Ameriprise shall use your its best efforts to wire such funds or transmit checks and forward all Subscription Agreements received by Ameriprise to UMB Bank, N.A., as escrow agent (the “Escrow Agent”) until subscription proceeds reach $2.5 million or such higher amount for certain states as described in the Prospectus) and thereafter to the Company or its designated bank, as instructed by the Company (each of the Escrow Agent and any designated bank is sometimes referred to as an “Agent Bank”) not later than noon of the next business day after receipt by you Ameriprise from your its customer of each Order. You will advise order except that, in any case in which Ameriprise maintains a branch office, and, pursuant to Ameriprise's internal supervisory procedures, final internal supervisory review is conducted at a different location, the branch office shall transmit the offering price for the Shares and the Subscription Agreements to the Ameriprise office conducting such internal supervisory review by the close of business on the next business day following the initial receipt by the branch office in good order and Ameriprise shall review the Subscription Agreements to ensure their proper execution and form and, if they are acceptable, transmit the Subscription Agreements and the offering price for the Shares covered by the Subscription Agreements to the Escrow Agent whether the funds you are submitting are attributable to individual retirement accountsAgent, Xxxxx plansCompany, or designated bank, as appropriate, by the close of business on the third business day after the initial receipt by the Ameriprise branch office. The parties acknowledge that any other employee benefit plan subject receipt by Ameriprise of payments for subscriptions for Shares shall be effected solely as an administrative convenience, and such receipt of payments shall not be deemed to Title I constitute acceptance of orders to purchase Shares or sales of Shares by the Employee Retirement Income Security Act of 1974 or from some other type of investorCompany. All Orders solicited by you Ameriprise will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser and Ameriprise of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereonapplication. If you receive Ameriprise receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree Ameriprise agrees to make every commercially reasonable effort efforts to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding regarding, among other things, such purchaser's age, investment experience, financial situation and investment objectives. You agree Ameriprise agrees to maintain, for at least six years, records maintain copies of the Orders received from investors and of the other information used by you to determine whether an investment in Shares is suitable and appropriate obtained from investors for a potential purchaser minimum of Sharessix (6) years from the date of sale and will make such information available to the Company upon request by the Company.

Purchase of Shares. On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, the Company hereby appoints Ameriprise as a Selected Dealer for the Shares during the period from the date hereof to the Termination Date (the “Effective Term”), including the Shares to be issued pursuant to the DRIP, each in the manner described in the Registration Statement. Subject to the performance by the Company of all obligations to be performed by it hereunder and the completeness and accuracy of all of its representations and warranties, Ameriprise agrees to use its best efforts, during the term of this Agreement, to offer and sell such number of Shares as contemplated by this Agreement at the price stated in the Prospectus, as the same may be adjusted from time to time. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "“Order"”). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Ameriprise a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectusProspectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent")Ameriprise, or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorAmeriprise. For investors residing in certain states, an An order form in as mutually agreed upon by Ameriprise and the Company substantially similar to the form of subscription agreement attached to the Prospectus (each an "“Order Form"”) must be completed and submitted to the CompanyCompany for all investors. On a daily basis, you will submit all checks received from investors and Ameriprise shall transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You Ameriprise also will forward all Order Forms received by Ameriprise to the CompanyCompany by the third business day following their receipt in good order by Ameriprise. You Ameriprise shall use your its best efforts to wire such funds or transmit checks to UMB Bank, N.A. until subscription proceeds reach $33,333,334.00 and thereafter to Bank of the Escrow West (each of UMB Bank, N.A. and Bank of the West being an “Agent Bank”) not later than noon of the next business day after receipt by you Ameriprise from your its customer of each OrderOrder Form in good order. You Ameriprise will advise the Escrow Agent Bank whether the funds you are Ameriprise is submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. The parties acknowledge that any receipt by Ameriprise of payments for subscriptions for Shares shall be effected solely as an administrative convenience, and such receipt of payments shall not be deemed to constitute acceptance of Orders to purchase Shares or sales of Shares by the Company. All Orders solicited by you Ameriprise will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser and Ameriprise of such fact and cause the return of such purchaser's ’s funds submitted with such application and any interest earned thereonthereon submitted with such application. If you receive Ameriprise receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree Ameriprise agrees to make every commercially reasonable effort efforts to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding regarding, among other things, such purchaser's ’s age, investment experience, financial situation and investment objectives. You agree Ameriprise agrees to maintain, for at least six years, records maintain copies of the Orders received from investors and of the other information used by you to determine whether an investment in Shares is suitable and appropriate obtained from investors for a potential purchaser minimum of Shares6 years from the date of sale and will make such information available to the Company upon request by the Company.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "Order"). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Ameriprise a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectusProspectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent")Ameriprise, or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorAmeriprise. For investors residing in certain states, an An order form in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to the CompanyCompany for all investors. On a daily basis, you Ameriprise will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You Ameriprise also will forward all Order Forms received by Ameriprise to the CompanyCompany by the third business day following their receipt in good order by Ameriprise. You Ameriprise shall use your its best efforts to wire such funds or transmit checks to Deutsche Bank Trust Company Americas, as escrow agent (the "Escrow Agent Agent") not later than noon of the next business day after receipt by you Ameriprise from your its customer of each Orderorder except that, in any case in which Ameriprise maintains a branch office, and, pursuant to Ameriprise's internal supervisory procedures, final internal supervisory review is conducted at a different location, the branch office shall transmit the offering price for the Shares and the Order Forms to the Ameriprise office conducting such internal supervisory review by the close of business on the third business day following their receipt by the branch office in good order and Ameriprise shall review the Order Forms to ensure their proper execution and form and, if they are acceptable, transmit the offering price for the Shares covered by the Order Forms to the Escrow Agent by the close of business on the third business day after their receipt by Ameriprise. You Ameriprise will advise the Escrow Agent whether the funds you are Ameriprise is submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. The parties acknowledge that any receipt by Ameriprise of payments for subscriptions for Shares shall be effected solely as an administrative convenience, and such receipt of payments shall not be deemed to constitute acceptance of orders to purchase Shares or sales of Shares by the Company. All Orders solicited by you Ameriprise will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereon. If you receive Ameriprise receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree Ameriprise agrees to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree Ameriprise agrees to maintain, for at least six years, records maintain copies of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of SharesOrders received from investors.

Purchase of Shares. On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, the Company hereby appoints Ameriprise as a Selected Dealer for the Shares during the period from the date hereof to the Termination Date (the “Effective Term”), including the Shares to be issued pursuant to the DRIP, each in the manner described in the Registration Statement. Subject to the performance by the Company of all obligations to be performed by it hereunder and the completeness and accuracy of all of its representations and warranties, Ameriprise agrees to use its best efforts, during the Effective Term, to offer and sell such number of Shares as contemplated by this Agreement at the price stated in the Prospectus, as the same may be adjusted from time to time. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "“Order"”). . (i) Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Ameriprise a check in or wire transfer for the amount of $10 the total investment, which will be at a per Share purchased purchase price equal to the most recently disclosed per Share offering price for Shares of that class disclosed by the Company (subject to certain volume any discounts or other discounts as that may be described in the prospectusProspectus, or such other per share price as may be applicable pursuant to the DRIP, or such other share price as disclosed from time to time in the Registration Statement or Prospectus) payable to The Bank of New York, as escrow agent (the "Escrow Agent")Ameriprise, or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an Ameriprise. (ii) An order form in as mutually agreed upon by Ameriprise and the Company substantially similar to the form of subscription agreement attached to the Prospectus (each an "“Order Form"”) must be completed and submitted to the CompanyCompany for all investors. On a daily basisThe Company and American Enterprise Investment Services, you Inc. (“AEIS”), an affiliate of Ameriprise, are parties to that certain Alternative Investment Product Networking Services Agreement, dated as of September 15, 2017 (the “AIP Networking Agreement”), pursuant to which the broker-controlled accounts of Ameriprise’s customers that invest in the Company will submit all checks received from investors be processed and transferserviced. The parties acknowledge that any receipt by Ameriprise of payments for subscriptions for Shares shall be effected solely as an administrative convenience, via Federal Reserve bank wire, the total amount debited from investor accounts for the and such receipt of payments shall not be deemed to constitute acceptance of Orders to purchase Shares or sales of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to by the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you Ameriprise will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the The Company must will accept or reject such OrderOrders on a monthly basis in accordance with the procedures described in the “How to Subscribe” section of the Prospectus. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser and Ameriprise of such fact and cause the return of such purchaser's ’s funds submitted with such application and any interest earned thereonapplication. If you receive Ameriprise receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree Ameriprise agrees to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding regarding, among other things, such purchaser's ’s age, investment experience, financial situation and investment objectives. You agree Ameriprise agrees to maintainmaintain copies of the Orders received from investors and of the other information obtained from investors, including the Order Forms, for at least six years, records a minimum of 6 years from the date of sale and will make such information used available to the Company upon request by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of Sharesthe Company.

Purchase of Shares. On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, the Company hereby appoints Ameriprise as a Selected Dealer for the Shares during the period from the date hereof to the Termination Date (the “Effective Term”), including the Shares to be issued pursuant to the DRIP. Subject to the performance by the Company of all obligations to be performed by it hereunder and the completeness and accuracy of all of its representations and warranties, Ameriprise agrees to use its best efforts, during the Effective Term, to offer and sell such number of Shares as contemplated by this Agreement at the price stated in the Prospectus, as the same may be adjusted from time to time. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "“Order"”). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Ameriprise a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectusProspectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent")Ameriprise, or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorAmeriprise. For investors residing in certain states, an An order form in the form attached to the Prospectus as mutually agreed upon by Ameriprise and the Company (each an "“Order Form"”) must be completed and submitted to the CompanyCompany for all investors. On a daily basis, you Ameriprise will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You Ameriprise also will forward all Order Forms received by Ameriprise to the CompanyCompany by the third business day following their receipt in good order by Ameriprise. You Ameriprise shall use your its best efforts to wire such funds or transmit checks to Citibank, N.A. until subscription proceeds reach $2 million (or such higher amounts for New York and Pennsylvania residents as disclosed in the Escrow Prospectus)and thereafter to United Missouri Bank, N.A. (each of Citibank, N.A. and United Missouri Bank, N.A. being an “Agent Bank”) not later than noon of the next business day after receipt by you Ameriprise from your its customer of each Orderorder except that, in any case in which Ameriprise maintains a branch office, and, pursuant to Ameriprise’s internal supervisory procedures, final internal supervisory review is conducted at a different location, the branch office shall transmit the offering price for the Shares and the Order Forms to the Ameriprise office conducting such internal supervisory review by the close of business on the third business day following their receipt by the branch office in good order and Ameriprise shall review the Order Forms to ensure their proper execution and form and, if they are acceptable, transmit the offering price for the Shares covered by the Order Forms to the Agent Bank by the close of business on the third business day after their receipt by Ameriprise. You Ameriprise will advise the Escrow Agent Bank whether the funds you are Ameriprise is submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. The parties acknowledge that any receipt by Ameriprise of payments for subscriptions for Shares shall be effected solely as an administrative convenience, and such receipt of payments shall not be deemed to constitute acceptance of orders to purchase Shares or sales of Shares by the Company. All Orders solicited by you Ameriprise will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser of such fact and cause the return of such purchaser's ’s funds submitted with such application and any interest earned thereonthereon in accordance with the Prospectus. If you receive Ameriprise receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree Ameriprise agrees to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's ’s financial situation and investment objectives. You agree Ameriprise agrees to maintain, for at least six years, records maintain copies of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of SharesOrders received from investors.

Purchase of Shares. On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, the Company hereby appoints Ameriprise as a Selected Dealer for the Shares during the period from the date hereof to the Termination Date (the “Effective Term”), including the Shares to be issued pursuant to the DRIP, each in the manner described in the Registration Statement. Subject to the performance by the Company of all obligations to be performed by it hereunder and the completeness and accuracy of all of its representations and warranties, Ameriprise agrees to use its best efforts, during the term of this Agreement, to offer and sell such number of Shares as contemplated by this Agreement at the price stated in the Prospectus, as the same may be adjusted from time to time. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "“Order"”). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Ameriprise a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectusProspectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent")Ameriprise, or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorAmeriprise. For investors residing in certain states, an An order form in as mutually agreed upon by Ameriprise and the Company substantially similar to the form of subscription agreement attached to the Prospectus (each an "“Order Form"”) must be completed and submitted to the CompanyCompany for all investors. On a daily basis, you will submit all checks received from investors and transferAmeriprise shall transfer to DST Systems, Inc. (the “Transfer Agent”), via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You Ameriprise also will forward all Order Forms received by Ameriprise to the CompanyCompany by the third business day following their receipt in good order by Ameriprise. You Ameriprise shall use your its best efforts to wire such funds or transmit checks to the Escrow Transfer Agent not later than noon of the next business day after receipt by you Ameriprise from your its customer of each OrderOrder Form in good order. You Ameriprise will advise the Escrow Transfer Agent whether the funds you are Ameriprise is submitting are attributable to individual retirement accounts, Xxxxx Kxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. The parties acknowledge that any receipt by Ameriprise of payments for subscriptions for Shares shall be effected solely as an administrative convenience, and such receipt of payments shall not be deemed to constitute acceptance of Orders to purchase Shares or sales of Shares by the Company. All Orders solicited by you Ameriprise will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser and Ameriprise of such fact and cause the return of such purchaser's ’s funds submitted with such application and any interest earned thereonapplication. If you receive Ameriprise receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree Ameriprise agrees to make every commercially reasonable effort efforts to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding regarding, among other things, such purchaser's ’s age, investment experience, financial situation and investment objectives. You agree Ameriprise agrees to maintain, for at least six years, records maintain copies of the Orders received from investors and of the other information used by you to determine whether an investment in Shares is suitable and appropriate obtained from investors for a potential purchaser minimum of Shares6 years from the date of sale and will make such information available to the Company upon request by the Company.

Purchase of Shares. The (a) On each Exercise Date for an Offering Period, each Participant shall automatically and without any action on such Participant’s part be deemed to have exercised the Participant’s Option to purchase at the applicable per share Option Price the largest number of Shares must whole shares of Common Stock which can be made during purchased with the offering period described amount in the Prospectus, or after such offering period Participant’s Plan Account. Any balance less than the per share Option Price that is remaining in the case Participant’s Plan Account (after exercise of purchases made such Participant’s Option) as of the Exercise Date shall be carried forward to the next Purchase Period or Offering Period, unless the Participant has elected to withdraw from the Plan pursuant to Section 6.1 hereof or, pursuant to Section 6.2 hereof, such Participant has ceased to be an Eligible Employee. Any balance not carried forward to the DRIP next Purchase Period or Offering Period in accordance with the prior sentence shall be promptly refunded to the applicable Participant. In no event shall an amount greater than or equal to the per share Option Price as of an Exercise Date be carried forward to the next Purchase Period or Offering Period. (b) As soon as practicable following each Exercise Date, the number of shares of Common Stock purchased by such purchase hereinafter defined as an "Order"Participant pursuant to Section 4.3(a) hereof shall be delivered (either in share certificate or book entry form). Persons desiring , in the Company’s sole discretion, to purchase Shares are required to either (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectus, or such other per share price as may be applicable pursuant to the DRIP) payable to The Bank of New York, as escrow agent (the "Escrow Agent"), Participant or (ii) authorize a debit of such amount to the an account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment Advisor. For investors residing in certain states, an order form established in the form attached to the Prospectus (each an "Order Form") must be completed and submitted to Participant’s name at a stock brokerage or other financial services firm designated by the Company. On a daily basis, you will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You will advise the Escrow Agent whether the funds you are submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. All Orders solicited by you will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects is required to reject obtain from any commission or agency authority to issue any such Ordershares of Common Stock, within 10 business days after the Company shall seek to obtain such rejection, it will notify authority. Inability of the purchaser Company to obtain from any such commission or agency authority which counsel for the Company deems necessary for the lawful issuance of any such fact and cause shares shall relieve the return of such purchaser's funds submitted with such application and Company from liability to any interest earned thereon. If you receive no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow Participant except to refund to the Company within the foregoing time limitsParticipant such Participant’s Plan Account balance, the Order shall be deemed accepted. You agree to make every reasonable effort to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's financial situation and investment objectives. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of Shareswithout interest thereon.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "“Order"”). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Ameriprise a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectusProspectus, or such other per share price as may be applicable pursuant to the DRIPOffering) payable to The Bank of New York, as escrow agent (the "Escrow Agent")Ameriprise, or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorAmeriprise. For investors residing A subscription agreement in certain states, an order form in substantially the form attached to the Prospectus (each an "Order Form"a “Subscription Agreement”) must be completed and submitted to the CompanyCompany for all investors. On a daily basis, you Ameriprise will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You also will forward all Order Forms to the Company. You Ameriprise shall use your its best efforts to wire such funds or transmit checks and forward all Subscription Agreements received by Ameriprise to UMB Bank, N.A., as escrow agent (the “Escrow Agent”) until subscription proceeds reach such amounts for certain states as described in the Prospectus and thereafter to the Company or its designated bank, as instructed by the Company (each of the Escrow Agent and any designated bank is sometimes referred to as an “Agent Bank”) not later than noon of the next business day after receipt by you Ameriprise from your its customer of each Order. You will advise order except that, in any case in which Ameriprise maintains a branch office, and, pursuant to Ameriprise's internal supervisory procedures, final internal supervisory review is conducted at a different location, the branch office shall transmit the offering price for the Shares and the Subscription Agreements to the Ameriprise office conducting such internal supervisory review by the close of business on the next business day following the initial receipt by the branch office in good order and Ameriprise shall review the Subscription Agreements to ensure their proper execution and form and, if they are acceptable, transmit the Subscription Agreements and the offering price for the Shares covered by the Subscription Agreements to the Escrow Agent whether the funds you are submitting are attributable to individual retirement accountsAgent, Xxxxx plansCompany, or designated bank, as appropriate, by the close of business on the third business day after the initial receipt by the Ameriprise branch office. The parties acknowledge that any other employee benefit plan subject receipt by Ameriprise of payments for subscriptions for Shares shall be effected solely as an administrative convenience, and such receipt of payments shall not be deemed to Title I constitute acceptance of orders to purchase Shares or sales of Shares by the Employee Retirement Income Security Act of 1974 or from some other type of investorCompany. All Orders solicited by you Ameriprise will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser and Ameriprise of such fact and cause the return of such purchaser's funds submitted with such application and any interest earned thereonapplication. If you receive Ameriprise receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree Ameriprise agrees to make every commercially reasonable effort efforts to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding regarding, among other things, such purchaser's age, investment experience, financial situation and investment objectives. You agree Ameriprise agrees to maintain, for at least six years, records maintain copies of the Orders received from investors and of the other information used by you to determine whether an investment in Shares is suitable and appropriate obtained from investors for a potential purchaser minimum of Sharessix (6) years from the date of sale and will make such information available to the Company upon request by the Company.

Purchase of Shares. The purchase of Shares must be made during the offering period described in the Prospectus, or after such offering period in the case of purchases made pursuant to the DRIP (each such purchase hereinafter defined as an "“Order"”). Persons desiring to purchase Shares are required to (i) deliver to you, the appropriate Selected Dealer or Selected Investment Advisor Ameriprise a check in the amount of $10 per Share purchased (subject to certain volume discounts or other discounts as described in the prospectusProspectus, or such other per share price as may be applicable pursuant to the DRIPOffering) payable to The Bank of New York, as escrow agent (the "Escrow Agent")Ameriprise, or (ii) authorize a debit of such amount to the account such purchaser maintains with you, the appropriate Selected Dealer or Selected Investment AdvisorAmeriprise. For investors residing A subscription agreement in certain states, an order form in substantially the form attached to the Prospectus (each an "Order Form"a “Subscription Agreement”) must be completed and submitted to the CompanyCompany for all investors and for all Orders. On a daily basis, you Ameriprise will submit all checks received from investors and transfer, via Federal Reserve bank wire, the total amount debited from investor accounts for the purchase of Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Shares purchased by, any election to participate in the DRIP by, and the total dollar amount of investment by, each investor on whose behalf checks are submitted or the wire transfer is made. You Ameriprise also will forward all Order Forms Subscription Agreements received (and determined to be in good order) by Ameriprise to the Company’s transfer agent by overnight mail within three business days after the associated funds are delivered as contemplated in the preceding sentence. You shall use your best efforts to wire such funds or transmit checks to the Escrow Agent not later than noon of the next business day after receipt by you from your customer of each Order. You Ameriprise will advise the Escrow Agent Company whether the funds you are Ameriprise is submitting are attributable to individual retirement accounts, Xxxxx plans, or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. The parties acknowledge that any receipt by Ameriprise of payments for subscriptions for Shares shall be effected solely as an administrative convenience, and such receipt of payments shall not be deemed to constitute acceptance of orders to purchase Shares or sales of Shares by the Company. All Orders solicited by you Ameriprise will be strictly subject to review and acceptance by the Company and the Company reserves the right in its absolute discretion to reject any Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. Within 30 days of receipt of an Order, the Company must accept or reject such Order. If the Company elects to reject such Order, within 10 business days after such rejection, it will notify the purchaser Ameriprise of such fact and cause the return of such purchaser's ’s funds submitted with such application and any interest earned thereonapplication. If you receive Ameriprise receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree Ameriprise agrees to make every commercially reasonable effort efforts to determine that the purchase of Shares is a suitable and appropriate investment for each potential purchaser of Shares based on information provided by such purchaser regarding such purchaser's ’s financial situation and investment objectives. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential purchaser of Shares.