Common use of Representations and Warranties of the Members Clause in Contracts

Representations and Warranties of the Members. Each Member is fully aware that (i) the Fund and the Manager are relying upon the exemption from registration provided by Section 4(a)(2) of the 1933 Act and Regulation D promulgated thereunder, and (ii) the Fund will not register as an investment company under the Investment Company Act, by reason of the provisions of Section 3(c)(1) or 3(c)(7) of that Act, and the Fund must comply with certain requirements to rely on those Sections. Each Member also is fully aware that the Fund and the Manager are relying upon the truth and accuracy of the following representations by each of the Members and in the representations made in its respective Subscription Agreement. Each of the Members hereby represents, warrants and covenants to the Manager and the Fund that: a) In the case of any entity, it has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority to enter into and to perform this Agreement in accordance with its terms or (ii) in the case of an individual, he or she has the full legal capacity to enter into and to perform this Agreement in accordance with its terms; b) This Agreement is a legal, valid and binding obligation of that Member, enforceable against that Member in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights, and subject, as to enforceability, to the effect of general principles of equity; c) Its Interest is being acquired for its own account, for investment and not with a view to the distribution or resale, subject, however, to any requirement of law that the disposition of its property will at all times be within its control; d) It is an “accredited investor” (as defined in rule 501 of the Securities Act), and if required, is also a “qualified purchaser” (within the meaning of Section 2(a)(51)(A) of the Investment Company Act); e) It is not a participant-directed defined contribution plan; f) It is not an “investment company” registered under the Investment Company Act; g) If it is a “benefit plan investor” under Section 3(42) of ERISA, it has identified itself as the same in writing to the Manager, its purchase and holding of its Interest is permissible under the documents governing the investment of its assets and under ERISA and the Code; h) It will conduct its business and affairs (including its investment activities) in a manner that it will be able to honor its obligations under this Agreement; i) It understands and acknowledges that the investments contemplated by the Fund involve a high degree of risk. The Member, or its management, has substantial experience in evaluating and investing in Portfolio Company Securities and is capable of evaluating the merits and risks of its investments and has the capacity to protect its own interests. The Member, by reason of its, or its management’s, business or financial experience, has the capacity to protect its own interests in connection with proposed investments. The Member has sufficient resources to bear the economic risk of any investments made, including any diminution in value, and will solely bear the economic risk of any investment; j) It has undertaken its own independent investigation, and formed its own independent business judgment, based on its own conclusions, as to the merits of the Portfolio Company Securities and investing in the Fund. The Member is not relying and has not relied on the Manager, the Organizer or any of their Affiliates for any evaluation or other investment advice in respect of the Portfolio Company Securities or the advisability of investing in the Fund and has had all questions answered and requests fulfilled that the Member has deemed to be material to the Member’s decision to invest in the Fund. k) It understands that the Portfolio Company Securities may not be purchased from the Portfolio Company directly or an independent third-party and that such Portfolio Company Securities may be purchased from an Affiliate of the Manager. Such Affiliate will not sell the Fund the Portfolio Company Securities and the costs to the Affiliate, but rather will include additional fees, including those related to sourcing the Portfolio Company Securities. l) It has had the opportunity to consult with legal counsel of its choice and has read and understands this Agreement and the Subscription Agreement and the Fund’s confidential private placement memorandum.

Representations and Warranties of the Members. Each Unless otherwise set forth in an agreement between the Company and a Member, each Member is fully aware severally (and not jointly) represents and warrants to the Company and each other Member as of the date of such Member’s admittance to the Company that (i) the Fund and the Manager are relying upon the exemption from registration provided by Section 4(a)(2) of the 1933 Act and Regulation D promulgated thereunder, and (ii) the Fund will not register as an investment company under the Investment Company Act, by reason of the provisions of Section 3(c)(1) or 3(c)(7) of that Act, and the Fund must comply with certain requirements to rely on those Sections. Each Member also is fully aware that the Fund and the Manager are relying upon the truth and accuracy of the following representations by each of the Members and in the representations made in its respective Subscription Agreement. Each of the Members hereby represents, warrants and covenants to the Manager and the Fund that: a) In the case of any entityextent it is not a natural person, it has been is duly formed and is formed, validly existing and in good standing under the laws Laws of the jurisdiction of its formation, and if required by Law is duly qualified to conduct business and is in good standing in the jurisdiction of organization with its principal place of business (if not formed in such jurisdiction); (ii) to the extent it is not a natural person, it has full corporate, limited liability company, partnership, trust or other applicable power and authority to enter into execute and deliver this Agreement and to perform its obligations hereunder and all necessary actions by the board of directors, shareholders, managers, members, partners, trustees, beneficiaries or other Persons necessary for the due authorization, execution, delivery and performance of this Agreement in accordance with its terms or by that Member have been duly taken; (iiiii) in the case of an individualit has duly executed and delivered this Agreement, he or she has the full legal capacity to enter into and to perform this Agreement in accordance with its terms; b) This Agreement is a legal, valid and binding obligation of that Member, enforceable against that such Member in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvencymoratorium, reorganization or similar laws insolvency and other Laws generally affecting creditors’ rights, rights and subject, as to enforceability, to the effect of general principles of equity (whether applied in a proceeding in a court of law or equity; c); (iv) Its Interest is being acquired for its own accountauthorization, for investment execution, delivery, and performance of this Agreement does not breach or conflict with or constitute a view default under (A) such Member’s charter or other governing documents to the distribution or resale, subject, however, to any requirement of law that the disposition of its property will at all times be within its control; d) It is an “accredited investor” (as defined in rule 501 of the Securities Act), and if required, is also a “qualified purchaser” (within the meaning of Section 2(a)(51)(A) of the Investment Company Act); e) It extent it is not a participant-directed defined contribution plan; fnatural person or (B) It any material obligation under any other material agreement or arrangement to which that Member is not an “investment company” registered under the Investment Company Act; g) If a party or by which it is bound; and (v) it: (A) has been furnished with such information about the Company and the Interest as that Member has requested, (B) has made its own independent inquiry and investigation into, and based thereon has formed an independent judgment concerning, the Company and such Member’s Interest herein, (C) has adequate means of providing for its current needs and possible contingencies, is able to bear the economic risks of this investment and has a “benefit plan investor” under Section 3(42) of ERISA, it has identified itself as the same in writing sufficient net worth to the Manager, its purchase and holding sustain a loss of its Interest is permissible under entire investment in the documents governing Company in the investment of its assets event such loss should occur, (D) has such knowledge and under ERISA and the Code; h) It will conduct its business and affairs (including its investment activities) in a manner that it will be able to honor its obligations under this Agreement; i) It understands and acknowledges that the investments contemplated by the Fund involve a high degree of risk. The Member, or its management, has substantial experience in evaluating financial and investing in Portfolio Company Securities and is business matters as to be capable of evaluating the merits and risks of its investments and has an investment in the capacity to protect its own interests. The MemberCompany, by reason of its(E) is, or its management’sis controlled by, business or financial experiencean “accredited investor,” as that term is defined in Rule 501(a) of Regulation D, has promulgated under the capacity to protect its own interests in connection with proposed investments. The Member has sufficient resources to bear the economic risk of any investments made, including any diminution in valueSecurities Act, and will solely bear the economic risk of any investment; j(F) It has undertaken understands and agrees that its own independent investigation, and formed its own independent business judgment, based on its own conclusions, as to the merits of the Portfolio Company Securities and investing in the Fund. The Member is not relying and has not relied on the Manager, the Organizer or any of their Affiliates for any evaluation or other investment advice in respect of the Portfolio Company Securities or the advisability of investing in the Fund and has had all questions answered and requests fulfilled that the Member has deemed to be material to the Member’s decision to invest in the Fund. k) It understands that the Portfolio Company Securities may Interest shall not be purchased from sold, pledged, hypothecated or otherwise Transferred except in accordance with the Portfolio Company directly or an independent third-party and that such Portfolio Company Securities may be purchased from an Affiliate terms of the Manager. Such Affiliate will not sell the Fund the Portfolio Company Securities and the costs to the Affiliate, but rather will include additional fees, including those related to sourcing the Portfolio Company Securities. l) It has had the opportunity to consult with legal counsel of its choice and has read and understands this Agreement and pursuant to an effective registration statement under the Subscription Agreement Securities Act or an applicable exemption from registration and/or qualification under the Securities Act and the Fund’s confidential private placement memorandumapplicable state securities Laws.

Representations and Warranties of the Members. Each Member is fully aware hereby represents and warrants to the Company and each other Member that (i) the Fund following statements are true and the Manager are relying upon the exemption from registration provided by Section 4(a)(2) correct as of the 1933 Act Effective Date and Regulation D promulgated thereunder, shall be true and (ii) the Fund will not register as an investment company under the Investment Company Act, by reason of the provisions of Section 3(c)(1) or 3(c)(7) of correct at all times that Act, and the Fund must comply with certain requirements to rely on those Sections. Each such Member also is fully aware that the Fund and the Manager are relying upon the truth and accuracy of the following representations by each of the Members and in the representations made in its respective Subscription Agreement. Each of the Members hereby represents, warrants and covenants to the Manager and the Fund thata Member: (a) In the case of any entitythat such Member is duly incorporated, it has been duly organized, or formed and is (as applicable), validly existing existing, and in good standing under the laws Law of the jurisdiction of its incorporation, organization, or formation; if required by applicable Law, that such Member is duly qualified and in good standing in the jurisdiction of its principal place of business, if different from its jurisdiction of organization with incorporation, organization, or formation; and that such Member has full power and authority to enter into execute and deliver this Agreement and to perform its obligations hereunder, and all necessary actions by the board of directors, stockholders, managers, members, partners, trustees, beneficiaries, or other applicable Persons necessary for the due authorization, execution, delivery, and performance of this Agreement in accordance with its terms or by such Member have been duly taken; (iib) in that such Member has duly executed and delivered this Agreement, the case of an individualRegistration Rights Agreement, he or she has and the full legal capacity to enter into and to perform other documents that this Agreement in accordance with its terms; b) This Agreement is a legalcontemplates that such Member will execute, and they each constitute the valid and binding obligation of that such Member, enforceable against that such Member in accordance with its terms, subject to the effect of any applicable their respective terms (except as may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights, Laws of general application and subject, as to enforceability, to by the effect of general principles of equity;, regardless of whether considered at law or in equity); and (c) Its Interest is being acquired for its own accountthat such Member’s authorization, for investment execution, delivery, and performance of this Agreement does not with and will not (i) conflict with, or result in a view to breach, default, or violation of, or result in a default or the distribution creation of an encumbrance, or resale, subject, however, give rise to any requirement right of law that the disposition termination, cancellation, or acceleration of its property will at all times be within its control; d) It is an “accredited investor” (as defined in rule 501 any of the Securities Act)terms, conditions or provisions of (A) the organizational and if requiredgoverning documents of such Member, is also a “qualified purchaser” (within the meaning of Section 2(a)(51)(AB) of the Investment Company Act); e) It is not a participant-directed defined contribution plan; f) It is not an “investment company” registered under the Investment Company Act; g) If it any contract or agreement to which such Member is a “benefit plan investor” under Section 3(42) of ERISA, party or by which it has identified itself as the same in writing to the Manager, its purchase and holding of its Interest is permissible under the documents governing the investment of or its assets and under ERISA and the Code; h) It will conduct its business and affairs (including its investment activities) in a manner that it will be able to honor its obligations under this Agreement; i) It understands and acknowledges that the investments contemplated by the Fund involve a high degree of risk. The Memberare bound, or its management(C) any Law, has substantial experience in evaluating and investing in Portfolio Company Securities and is capable of evaluating the merits and risks of its investments and has the capacity to protect its own interests. The Memberorder, by reason of itsjudgment, decree, writ, injunction, or its management’s, business or financial experience, has the capacity arbitral award to protect its own interests in connection with proposed investments. The Member has sufficient resources to bear the economic risk of any investments made, including any diminution in value, and will solely bear the economic risk of any investment; j) It has undertaken its own independent investigation, and formed its own independent business judgment, based on its own conclusions, as to the merits of the Portfolio Company Securities and investing in the Fund. The which such Member is not relying and has not relied on the Managersubject; or (ii) require any consent, the Organizer approval, or authorization from, filing or registration with, or notice to, any of their Affiliates for any evaluation Governmental Authority or other investment advice in respect of the Portfolio Company Securities or the advisability of investing in the Fund and Person, unless such requirement has had all questions answered and requests fulfilled that the Member has deemed to be material to the Member’s decision to invest in the Fundalready been satisfied. k) It understands that the Portfolio Company Securities may not be purchased from the Portfolio Company directly or an independent third-party and that such Portfolio Company Securities may be purchased from an Affiliate of the Manager. Such Affiliate will not sell the Fund the Portfolio Company Securities and the costs to the Affiliate, but rather will include additional fees, including those related to sourcing the Portfolio Company Securities. l) It has had the opportunity to consult with legal counsel of its choice and has read and understands this Agreement and the Subscription Agreement and the Fund’s confidential private placement memorandum.

Representations and Warranties of the Members. Each Member is fully aware that (i) the Fund and the Manager are relying upon the exemption from registration provided by Section 4(a)(2) As of the 1933 Act and Regulation D promulgated thereunderdate of exercise of any rights, and (ii) the Fund will not register as an investment company under the Investment Company Act, by reason of the provisions date of Section 3(c)(1) or 3(c)(7) closing of that Actany sale of any Member’s Membership Interest pursuant to this Article 10, and the Fund must comply with certain requirements to rely on those Sections. Each Member also is fully aware that the Fund and the Manager are relying upon the truth and accuracy of the following representations by each of the Members represents and in the representations made in its respective Subscription Agreement. Each of the Members hereby represents, warrants and covenants to the Manager Company and the Fund thatother Members with respect to itself as follows: (a) In Such Member is the case lawful owner of any entityand has the full right, it has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority to enter into sell, Transfer and deliver such Member’s Membership Interest which it purports to perform own, and the sale, Transfer and delivery of such Membership Interest in accordance therewith will Transfer good and marketable title thereto free and clear of all liens, encumbrances, Claims or right of the third parties of every kind and nature whatsoever, subject only to the provisions of this Agreement; (b) The Membership Interest owned by such Member has been duly authorized and is fully paid and non-assessable. There are no existing options, warrants, calls or commitments on the part of any Member or other Person relating to such Membership Interest. No voting agreements or restrictions of any kind other than those set forth in this Agreement in accordance with its terms affect the rights of any such Membership Interest or such Member; (iic) in the case of an individual, he or she Such Member has the full legal capacity right and power to enter into and to perform this Agreement in accordance with its terms; b) This and this Agreement is a legal, has been fully executed and delivered and constitutes the valid and binding obligation of that such Member, enforceable against that Member in accordance with its terms, subject to the effect . No consent of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights, and subject, as to enforceability, to the effect of general principles of equity; c) Its Interest is being acquired for its own account, for investment and not with a view to the distribution or resale, subject, however, to any requirement of law that the disposition of its property will at all times be within its control; d) It is an “accredited investor” (as defined in rule 501 of the Securities Act), and if required, is also a “qualified purchaser” (within the meaning of Section 2(a)(51)(A) of the Investment Company Act); e) It is Person not a participant-directed defined contribution plan; f) It party to this Agreement and no consent of any Governmental Authority is not an “investment company” registered under required to be obtained on the Investment Company Act; g) If it is a “benefit plan investor” under Section 3(42) part of ERISA, it has identified itself as the same in writing to the Manager, its purchase and holding of its Interest is permissible under the documents governing the investment of its assets and under ERISA and the Code; h) It will conduct its business and affairs (including its investment activities) in a manner that it will be able to honor its obligations under this Agreement; i) It understands and acknowledges that the investments contemplated by the Fund involve a high degree of risk. The Member, or its management, has substantial experience in evaluating and investing in Portfolio Company Securities and is capable of evaluating the merits and risks of its investments and has the capacity to protect its own interests. The Member, by reason of its, or its management’s, business or financial experience, has the capacity to protect its own interests such Member in connection with proposed investments. The or resulting from the execution or performance of this Agreement; and (d) Any Member has sufficient resources to bear the economic risk of any investments made, including any diminution in value, and selling its Membership Interest under this Section 10 will solely bear the economic risk of any investment; j) It has undertaken its own independent investigation, and formed its own independent business judgment, based on its own conclusions, as deliver to the merits other Member a certificate dated as of the Portfolio Company Securities and investing in the Fund. The Member is not relying and has not relied on the Manager, the Organizer or any of their Affiliates for any evaluation or other investment advice in respect Closing Date of the Portfolio Company Securities or applicable sale making the advisability of investing in the Fund foregoing representations and has had all questions answered and requests fulfilled that the warranties to such other Member has deemed to be material to the Member’s decision to invest in the Fund. k) It understands that the Portfolio Company Securities may not be purchased from the Portfolio Company directly or an independent third-party and that such Portfolio Company Securities may be purchased from an Affiliate as of the Manager. Such Affiliate will not sell the Fund the Portfolio Company Securities and the costs to the Affiliate, but rather will include additional fees, including those related to sourcing the Portfolio Company Securitiesapplicable Closing Date. l) It has had the opportunity to consult with legal counsel of its choice and has read and understands this Agreement and the Subscription Agreement and the Fund’s confidential private placement memorandum.

Representations and Warranties of the Members. Each Member hereby severally represents, warrants, covenants and agrees as follows: (a) Such Member understands that the offer and sale of the New Shares is being made only by means of this Agreement and understands that the Company has not authorized the use of, and the Member confirms that he or she is not relying upon, any other information, written or oral, other than material contained in this Agreement. Such Member is aware that the acquisition of the New Shares involves a high degree of risk and that such Member may sustain, and has the financial ability to sustain, the loss of his or her entire investment, understands that no assurance can be given that the Company will be profitable in the future, that there is no public market for the Common Stock, and the Issuer can give no assurance that there will ever be a public market for the Common Stock. Furthermore, in subscribing for the New Shares, such Member acknowledges it is not relying upon any projections or any statements of any kind relating to future revenue, earnings, operations or cash flow in making an executing this Agreement and acquiring the New Shares. (b) Such Member represents to the Company that he or she is an accredited investor within the meaning of Rule 501 of the Commission under the Securities Act of 1933, as amended (the "Securities Act") and it understands the meaning of the term "accredited investor." The requirements for an accredited investor as set forth in Exhibit A. Such Member further represents that he or she has such knowledge and experience in financial and business matters as to enable the Member to understand the nature and extent of the risks involved in purchasing the New Shares. Such Member is fully aware that (i) such investments can and sometimes do result in the Fund and the Manager are relying upon the exemption from registration provided by Section 4(a)(2) loss of the 1933 Act entire investment. Such Member has engaged his or her own counsel and Regulation D promulgated thereunder, and (ii) accountants to the Fund will not register as an investment company under the Investment Company Act, by reason of the provisions of Section 3(c)(1) or 3(c)(7) of that Act, and the Fund must comply with certain requirements to rely on those Sections. Each Member also is fully aware extent that the Fund and Member deems it necessary. (c) Such Member is acquiring the Manager are relying upon the truth and accuracy of the following representations by each of the Members and in the representations made in its respective Subscription Agreement. Each of the Members hereby represents, warrants and covenants New Shares pursuant to the Manager and the Fund that: a) In the case of any entity, it has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority to enter into and to perform this Agreement in accordance with its terms for his or (ii) in the case of an individual, he or she has the full legal capacity to enter into and to perform this Agreement in accordance with its terms; b) This Agreement is a legal, valid and binding obligation of that Member, enforceable against that Member in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights, and subject, as to enforceability, to the effect of general principles of equity; c) Its Interest is being acquired for its her own account, for investment and not with a view to the sale or distribution thereof, for the Member's own account and not on behalf of others; has not granted any other person any interest or resale, subject, however, participation in or right or option to purchase all or any requirement portion of law the New Shares; is aware that the disposition of its property will at all times be within its control; d) It is an “accredited investor” (as defined in rule 501 of the Securities Act), and if required, is also a “qualified purchaser” (New Shares are restricted securities within the meaning of Section 2(a)(51)(A) Rule 144 of the Investment Commission under the Securities Act, and may not be sold or otherwise transferred other than pursuant to an effective registration statement or an exemption from registration; and understands and agrees that the certificates for the New Shares shall bear the Company's standard investment legend. The Member understands the meaning of these restrictions. (d) The Member will not transfer any New Shares except in compliance with all applicable federal and state securities laws and regulations, and, in such connection, the Company Act);may request an opinion of counsel reasonably acceptable to the Company as to the availability of any exemption. (e) It is not a participant-directed defined contribution plan; f) It is not an “investment company” registered under the Investment Company Act; g) If it is a “benefit plan investor” under Section 3(42) of ERISA, it has identified itself as the same in writing to the Manager, its purchase Such Member represents and holding of its Interest is permissible under the documents governing the investment of its assets and under ERISA and the Code; h) It will conduct its business and affairs (including its investment activities) in a manner warrants that it will be able to honor its obligations under this Agreement; i) It understands and acknowledges that the investments contemplated by the Fund involve a high degree of risk. The Member, no broker or its management, has substantial experience in evaluating and investing in Portfolio Company Securities and is capable of evaluating the merits and risks of its investments and has the capacity to protect its own interests. The Member, by reason of its, finder was involved directly or its management’s, business or financial experience, has the capacity to protect its own interests indirectly in connection with proposed investmentshis or her purchase of the New Shares pursuant to this Agreement. The Such Member has sufficient resources to bear shall indemnify the economic risk Company and hold it harmless from and against any manner of any investments madeloss, liability, damage or expense, including any diminution fees and expenses of counsel, resulting from a breach of the Member's warranty contained in valuethis Paragraph 3(f). (f) Such Member understands that he or she has no registration rights with respect to the New Shares except as set forth in Exhibit B to this Agreement. (g) Such Member represents and warrants that the address set forth on Schedule A to this Agreement is its true and correct address, and will solely bear the economic risk of any investment; j) It has undertaken its own independent investigation, and formed its own independent business judgment, based on its own conclusions, as to the merits of the Portfolio Company Securities and investing in the Fund. The Member is not relying and has not relied on the Manager, the Organizer or any of their Affiliates for any evaluation or other investment advice in respect of the Portfolio Company Securities or the advisability of investing in the Fund and has had all questions answered and requests fulfilled that the Member has deemed to be material to the Member’s decision to invest in the Fund. k) It understands that the Portfolio Company Securities may not be purchased from the Portfolio Company directly will rely on this representation in making filings under state securities or an independent third-party and that such Portfolio Company Securities may be purchased from an Affiliate of the Manager. Such Affiliate will not sell the Fund the Portfolio Company Securities and the costs to the Affiliate, but rather will include additional fees, including those related to sourcing the Portfolio Company Securitiesblue sky laws. l) It has had the opportunity to consult with legal counsel of its choice and has read and understands this Agreement and the Subscription Agreement and the Fund’s confidential private placement memorandum.

Representations and Warranties of the Members. Each Member is fully aware that (i) the Fund and the Manager are relying upon the exemption from registration provided by Section 4(a)(2) of the 1933 Act and Regulation D promulgated thereunder, and (ii) the Fund will not register as an investment company under the Investment Company Act, by reason of the provisions of Section 3(c)(1) or 3(c)(7) of that Act, and the Fund must comply with certain requirements to rely on those Sections. Each Member also is fully aware that the Fund and the Manager are relying upon the truth and accuracy of the following representations by each of the Members and in the representations made in its respective Subscription Agreement. Each of the Members hereby represents, warrants and covenants to the Manager and the Fund that: a) : In the case of any entity, it has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority to enter into and to perform this Agreement in accordance with its terms or (ii) in the case of an individual, he or she has the full legal capacity to enter into and to perform this Agreement in accordance with its terms; b) ; This Agreement is a legal, valid and binding obligation of that Member, enforceable against that Member in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights, and subject, as to enforceability, to the effect of general principles of equity; c) ; Its Interest is being acquired for its own account, for investment and not with a view to the distribution or resale, subject, however, to any requirement of law that the disposition of its property will at all times be within its control; d) ; It is an “"accredited investor” " (as defined in rule 501 of the Securities Act), and if required, is also a “"qualified purchaser” " (within the meaning of Section 2(a)(51)(A) of the Investment Company Act); e) ; It is not a participant-directed defined contribution plan; f) ; It is not an “"investment company” " registered under the Investment Company Act; g) ; If it is a “"benefit plan investor” " under Section 3(42) of ERISA, it has identified itself as the same in writing to the Manager, its purchase and holding of its Interest is permissible under the documents governing the investment of its assets and under ERISA and the Code; h) ; It will conduct its business and affairs (including its investment activities) in a manner that it will be able to honor its obligations under this Agreement; i) ; It understands and acknowledges that the investments contemplated by the Fund involve a high degree of risk. The Member, or its management, has substantial experience in evaluating and investing in Portfolio Company Securities and is capable of evaluating the merits and risks of its investments and has the capacity to protect its own interests. The Member, by reason of its, or its management’s's, business or financial experience, has the capacity to protect its own interests in connection with proposed investments. The Member has sufficient resources to bear the economic risk of any investments made, including any diminution in value, and will solely bear the economic risk of any investment; j) ; It has undertaken its own independent investigation, and formed its own independent business judgment, based on its own conclusions, as to the merits of the Portfolio Company Securities and investing in the Fund. The Member is not relying and has not relied on the Manager, the Organizer or any of their Affiliates for any evaluation or other investment advice in respect of the Portfolio Company Securities or the advisability of investing in the Fund and has had all questions answered and requests fulfilled that the Member has deemed to be material to the Member’s 's decision to invest in the Fund. k) It understands that the Portfolio Company Securities may not be purchased from the Portfolio Company directly or an independent third-party and that such Portfolio Company Securities may be purchased from an Affiliate of the Manager. Such Affiliate will not sell the Fund the Portfolio Company Securities and the costs to the Affiliate, but rather will include additional fees, including those related to sourcing the Portfolio Company Securities. l) It has had the opportunity to consult with legal counsel of its choice and has read and understands this Agreement and the Subscription Agreement and the Fund’s 's confidential private placement memorandum.

Representations and Warranties of the Members. Each Member is fully aware that (i) the Fund and the Manager are relying upon the exemption from registration provided by Section 4(a)(2) As of the 1933 Act and Regulation D promulgated thereunderdate of exercise of any rights, and (ii) the Fund will not register as an investment company under the Investment Company Act, by reason of the provisions date of Section 3(c)(1) or 3(c)(7) closing of that Actany sale of any Member’s Membership Interest pursuant to this Article 10, and the Fund must comply with certain requirements to rely on those Sections. Each Member also is fully aware that the Fund and the Manager are relying upon the truth and accuracy of the following representations by each of the Members represents and in the representations made in its respective Subscription Agreement. Each of the Members hereby represents, warrants and covenants to the Manager Company and the Fund thatother Member with respect to itself as follows: (a) In Such Member is the case lawful owner of any entityand has the full right, it has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority to enter into sell, Transfer and deliver such Member’s Membership Interest which it purports to perform own, and the sale, Transfer and delivery of such Membership Interest in accordance therewith will Transfer good and marketable title thereto free and clear of all liens, encumbrances, claims or right of the third parties of every kind and nature whatsoever, subject only to the provisions of this Agreement; (b) The Membership Interest owned by such Member has been duly authorized and is fully paid and non-assessable. There are no existing options, warrants, calls or commitments on the part of any Member or other Person relating to such Membership Interest. No voting agreements or restrictions of any kind other than those set forth in this Agreement in accordance with its terms affect the rights of any such Membership Interest or such Member; (iic) in the case of an individual, he or she Such Member has the full legal capacity right and power to enter into and to perform this Agreement in accordance with its terms; b) This and this Agreement is a legal, has been fully executed and delivered and constitutes the valid and binding obligation of that such Member, enforceable against that Member in accordance with its terms, subject to the effect . No consent of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights, and subject, as to enforceability, to the effect of general principles of equity; c) Its Interest is being acquired for its own account, for investment and not with a view to the distribution or resale, subject, however, to any requirement of law that the disposition of its property will at all times be within its control; d) It is an “accredited investor” (as defined in rule 501 of the Securities Act), and if required, is also a “qualified purchaser” (within the meaning of Section 2(a)(51)(A) of the Investment Company Act); e) It is Person not a participant-directed defined contribution plan; f) It party to this Agreement and no consent of any Governmental Authority is not an “investment company” registered under required to be obtained on the Investment Company Act; g) If it is a “benefit plan investor” under Section 3(42) part of ERISA, it has identified itself as the same in writing to the Manager, its purchase and holding of its Interest is permissible under the documents governing the investment of its assets and under ERISA and the Code; h) It will conduct its business and affairs (including its investment activities) in a manner that it will be able to honor its obligations under this Agreement; i) It understands and acknowledges that the investments contemplated by the Fund involve a high degree of risk. The Member, or its management, has substantial experience in evaluating and investing in Portfolio Company Securities and is capable of evaluating the merits and risks of its investments and has the capacity to protect its own interests. The Member, by reason of its, or its management’s, business or financial experience, has the capacity to protect its own interests such Member in connection with proposed investments. The or resulting from the execution or performance of this Agreement; and (d) Any Member has sufficient resources to bear the economic risk of any investments made, including any diminution in value, and selling its Membership Interest under this Article 10 will solely bear the economic risk of any investment; j) It has undertaken its own independent investigation, and formed its own independent business judgment, based on its own conclusions, as deliver to the merits other Member a certificate dated as of the Portfolio Company Securities and investing in the Fund. The Member is not relying and has not relied on the Manager, the Organizer or any of their Affiliates for any evaluation or other investment advice in respect Closing Date of the Portfolio Company Securities or applicable sale making the advisability of investing in the Fund foregoing representations and has had all questions answered and requests fulfilled that the warranties to such other Member has deemed to be material to the Member’s decision to invest in the Fund. k) It understands that the Portfolio Company Securities may not be purchased from the Portfolio Company directly or an independent third-party and that such Portfolio Company Securities may be purchased from an Affiliate as of the Manager. Such Affiliate will not sell the Fund the Portfolio Company Securities and the costs to the Affiliate, but rather will include additional fees, including those related to sourcing the Portfolio Company Securitiesapplicable Closing Date. l) It has had the opportunity to consult with legal counsel of its choice and has read and understands this Agreement and the Subscription Agreement and the Fund’s confidential private placement memorandum.

Representations and Warranties of the Members. Each Member is fully aware that (i) the Fund Company and the Manager are relying upon the exemption from registration provided by Section 4(a)(2) of the 1933 Act and Regulation D promulgated thereunder, and (ii) the Fund Company will not register as an investment company under the Investment Company Act, by reason of the provisions of Section 3(c)(13(1) or 3(c)(7) thereof that exclude from the definition of “investment company” any issuer that Act, is beneficially owned by not more than 100 investors and the Fund must comply with certain requirements to rely on those Sectionsthat is not making a public offering of its securities. Each Member also is fully aware that the Fund Company and the Manager are relying upon the truth and accuracy of the following representations by each of the Members and in the representations made in its respective Subscription Agreement. Each of the Members hereby represents, warrants and covenants to the Manager and the Fund that:Company that:‌ a(i) In the case of any entityEntity, it has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority to enter into and to perform this Agreement in accordance with its terms or (ii) in the case of an individual, he or she has the full legal capacity to enter into and to perform this Agreement in accordance with its terms; b(ii) This Agreement is a legal, valid and binding obligation of that such Member, enforceable against that such Member in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights, and subject, as to enforceability, to the effect of general principles of equity;equity;‌ c(iii) Its Interest is being acquired for its own account, for investment and not with a view to the distribution or resalesale thereof, subject, however, to any requirement of law that the disposition of its property will shall at all times be within its control; d) It is an “accredited investor” (as defined in rule 501 of the Securities Act), and if required, is also a “qualified purchaser” (within the meaning of Section 2(a)(51)(A) of the Investment Company Act); eiv) It is not a participant-directed defined contribution plan; f(v) It is not an “investment company” registered under the Investment Company Act; g(vi) If it is a “benefit plan investor” under Section 3(42) of ERISA, it has identified itself as the same in writing to the Manager, its purchase and holding of its Interest is permissible under the documents governing the investment of its assets and under ERISA and the Code; h(vii) It will conduct its business and affairs (including its investment activities) in a manner such that it will be able to honor its obligations under this Agreement; i(viii) It understands and acknowledges that the investments contemplated by the Fund Company involve a high degree of risk. The Member, or its management, has substantial experience in evaluating and investing in Portfolio Company Securities real estate and real estate related assets and is capable of evaluating the merits and risks of its investments and has the capacity to protect its own interests. The Member, by reason of its, or its management’s, business or financial experience, has the capacity to protect its own interests in connection with proposed investments. The Member has sufficient resources to bear the economic risk of any investments made, including any diminution in valuevalue thereof, and will shall solely bear the economic risk of any investment;investment;‌ j(ix) It has undertaken its own independent investigation, and formed its own independent business judgment, based on its own conclusions, as to the merits of the Portfolio Company Securities Assets and investing in the FundCompany. The Member is not relying and has not relied on the Manager, the Organizer Manager or any of their Affiliates for any evaluation or other investment advice in respect of the Portfolio Company Securities Asset or the advisability of investing in the Fund Company and has had all questions answered and requests fulfilled that the Member has deemed to be material to the Member’s decision to invest in the FundCompany. k) It understands that the Portfolio Company Securities may not be purchased from the Portfolio Company directly or an independent third-party and that such Portfolio Company Securities may be purchased from an Affiliate of the Manager. Such Affiliate will not sell the Fund the Portfolio Company Securities and the costs to the Affiliate, but rather will include additional fees, including those related to sourcing the Portfolio Company Securities. l(x) It has had the opportunity to consult with legal counsel of its choice and has read and understands this Agreement and the Subscription Agreement and the FundCompany’s confidential private placement memorandum.Memorandum and the Supplement.‌

Representations and Warranties of the Members. Each Member is fully aware hereby represents and warrants to the Company and each other Member that (i) the Fund following statements are true and the Manager are relying upon the exemption from registration provided by Section 4(a)(2) correct as of the 1933 Act Effective Date and Regulation D promulgated thereunder, shall be true and correct at all times: 870723.28-WILSR01A - MSW (ii) the Fund will not register as an investment company under the Investment Company Act, by reason of the provisions of Section 3(c)(1) or 3(c)(7) of that Act, and the Fund must comply with certain requirements to rely on those Sections. Each Member also is fully aware that the Fund and the Manager are relying upon the truth and accuracy of the following representations by each of the Members and in the representations made in its respective Subscription Agreement. Each of the Members hereby represents, warrants and covenants to the Manager and the Fund that: a) In the case of any entitysuch Member is duly incorporated, it has been duly organized, or formed and is (as applicable), validly existing existing, and in good standing under the laws Law of the jurisdiction of its incorporation, organization, or formation; if required by applicable Law, such Member is duly qualified and in good standing in the jurisdiction of its principal place of business, if different from its jurisdiction of organization with incorporation, organization, or formation; and such Member has full power and authority to enter into execute and deliver this Agreement and to perform its obligations hereunder, and all necessary actions by the board of directors, stockholders, managers, members, partners, trustees, beneficiaries, or other applicable Persons necessary for the due authorization, execution, delivery, and performance of this Agreement in accordance with its terms or by such Member have been duly taken; (iib) in the case of an individual, he or she such Member has the full legal capacity to enter into duly executed and to perform delivered this Agreement in accordance with its terms; b) This and the other documents that this Agreement is a legalcontemplates that such Member will execute, and they each constitute the valid and binding obligation of that such Member, enforceable against that such Member in accordance with its terms, subject to the effect of any applicable their respective terms (except as may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights, Laws of general application and subject, as to enforceability, to by the effect of general principles of equity;, regardless of whether considered at law or in equity); and (c) Its Interest is being acquired for its own accountsuch Member’s authorization, for investment execution, delivery, and performance of this Agreement does not with and will not (i) conflict with, or result in a view to breach, default, or violation of, or result in a default or the distribution creation of an Encumbrance, or resale, subject, however, give rise to any requirement right of law that the disposition termination, cancellation, or acceleration of its property will at all times be within its control; d) It is an “accredited investor” (as defined in rule 501 any of the Securities Act)terms, conditions or provisions of (A) the organizational and if requiredgoverning documents of such Member, is also a “qualified purchaser” (within the meaning of Section 2(a)(51)(AB) of the Investment Company Act); e) It is not a participant-directed defined contribution plan; f) It is not an “investment company” registered under the Investment Company Act; g) If it any Material Contract to which such Member is a “benefit plan investor” under Section 3(42) of ERISA, party or by which it has identified itself as the same in writing to the Manager, its purchase and holding of its Interest is permissible under the documents governing the investment of or its assets and under ERISA and the Code; h) It will conduct its business and affairs (including its investment activities) in a manner that it will be able to honor its obligations under this Agreement; i) It understands and acknowledges that the investments contemplated by the Fund involve a high degree of risk. The Memberare bound, or its management(C) any Law, has substantial experience in evaluating and investing in Portfolio Company Securities and is capable of evaluating the merits and risks of its investments and has the capacity to protect its own interests. The Memberorder, by reason of itsjudgment, decree, writ, injunction, or its management’s, business or financial experience, has the capacity arbitral award to protect its own interests in connection with proposed investments. The Member has sufficient resources to bear the economic risk of any investments made, including any diminution in value, and will solely bear the economic risk of any investment; j) It has undertaken its own independent investigation, and formed its own independent business judgment, based on its own conclusions, as to the merits of the Portfolio Company Securities and investing in the Fund. The which such Member is not relying and has not relied on the Managersubject; or (ii) require any consent, the Organizer approval, or authorization from, filing or registration with, or notice to, any of their Affiliates for any evaluation Governmental Authority or other investment advice in respect of the Portfolio Company Securities or the advisability of investing in the Fund and Person, unless such requirement has had all questions answered and requests fulfilled that the Member has deemed to be material to the Member’s decision to invest in the Fundalready been satisfied. k) It understands that the Portfolio Company Securities may not be purchased from the Portfolio Company directly or an independent third-party and that such Portfolio Company Securities may be purchased from an Affiliate of the Manager. Such Affiliate will not sell the Fund the Portfolio Company Securities and the costs to the Affiliate, but rather will include additional fees, including those related to sourcing the Portfolio Company Securities. l) It has had the opportunity to consult with legal counsel of its choice and has read and understands this Agreement and the Subscription Agreement and the Fund’s confidential private placement memorandum.

Representations and Warranties of the Members. (a) Each Member is fully aware that represents and warrants to the Company and to the other Member as follows: (i) Such Member has all the Fund requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Member, and the Manager are relying upon the exemption from registration provided by Section 4(a)(2) consummation of the 1933 Act and Regulation D promulgated thereundertransactions contemplated hereby, and does not conflict with or contravene the provisions of its organizational documents or any agreement or instrument by which it or its properties are bound or any law, rule, regulation, order or decree to which it or its properties are subject (ii) All acts and other proceedings required to be taken by such Member to authorize the Fund will not register as an investment company under execution, delivery and performance of this Agreement and the Investment Company Act, by reason consummation of the provisions of Section 3(c)(1transactions contemplated hereby have been duly and properly taken. (iii) or 3(c)(7) of that Act, and the Fund must comply with certain requirements to rely on those Sections. Each Member also is fully aware that the Fund and the Manager are relying upon the truth and accuracy of the following representations by each of the Members and in the representations made in its respective Subscription Agreement. Each of the Members hereby represents, warrants and covenants to the Manager and the Fund that: a) In the case of any entity, it This Agreement has been duly formed executed and delivered by such Member and constitutes the legal, valid and binding obligation of such Member, enforceable against such Member in accordance with its terms, except as may be limited by bankruptcy, insolvency and other similar laws and general equitable principles. (iv) Such Member has obtained all approvals and consents required to be obtained by it in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby from all governmental authorities having any approval rights with respect thereto, and all persons having consent rights. (v) Such Member is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization formation with full all requisite power and authority to enter into this Agreement and to perform this Agreement in accordance with conduct the business of the Company. (vi) Such Member is acquiring its terms or (ii) interest in the case of an individualCompany for investment, he or she has the full legal capacity to enter into and to perform this Agreement in accordance with its terms; b) This Agreement is a legal, valid and binding obligation of that Member, enforceable against that Member in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights, and subject, as to enforceability, to the effect of general principles of equity; c) Its Interest is being acquired solely for its own account, with the intention of holding such interest for investment and not with a view to the to, or for resale in connection with, any distribution or resale, subject, however, to public offering or resale of any requirement portion of law that the disposition of its property will at all times be within its control; d) It is an “accredited investor” (as defined in rule 501 of the Securities Act), and if required, is also a “qualified purchaser” (such interest within the meaning of Section 2(a)(51)(Athe Securities Act of 1933 as amended from time to time (the “Securities Act”) of the Investment Company Actor any other applicable federal or state securities law, rule or regulation (“Securities Laws”);. e(vii) It Such Member is not a participant-directed defined contribution plan; f) It is not an “investment companyAccredited Investor,” as such term is defined in Rule 50l(a) under the Securities Act. (viii) Such Member acknowledges that it is aware that its interest in the Company has not been registered under the Investment Company Act; g) If it is a “benefit plan investor” Securities Act or under Section 3(42) of ERISA, it has identified itself as the same any other Securities Law in writing to the Manager, its purchase and holding of its Interest is permissible under the documents governing the investment of its assets and under ERISA and the Code; h) It will conduct its business and affairs (including its investment activities) in a manner that it will be able to honor its obligations under this Agreement; i) It reliance upon exemptions contained therein. Such Member understands and acknowledges that the investments contemplated its representations and warranties contained herein are being relied upon by the Fund involve a high degree Company, the other Member and the constituent owners of risksuch other Member as the basis for exemption of the issuance of interest in the Company from registration requirements of the Securities Act and other Securities Laws. The Member, or its management, has substantial experience in evaluating and investing in Portfolio Each Member acknowledges that the Company Securities and is capable of evaluating the merits and risks of its investments will not and has no obligation to register any Interest in the capacity to protect its own interests. The Member, by reason of its, Company under the Securities Act or its management’s, business or financial experience, has the capacity to protect its own interests in connection with proposed investments. other Securities Laws. (ix) The Member has sufficient resources to bear is in compliance with Executive Order 13224 (September 23, 2001), the economic risk rules and regulations of the Office of Foreign Assets Control, Department of Treasury, and any investments madeenabling legislation or other Executive Orders in respect thereof. (x) At all times, including after giving effect to any diminution in valueTransfers permitted pursuant to this Agreement, such Member is not a Prohibited Person, and will solely bear not be a Prohibited Person so long as such Member remains a Member. (xi) If applicable to such Member, the economic risk of any investment;Member has implemented a corporate anti-money laundering plan that is reasonably designed to ensure compliance with applicable foreign and U.S. anti-money laundering law. j(xii) It has undertaken its own independent investigation, and formed its own independent business judgment, based on its own conclusions, as to the merits of the Portfolio Company Securities and investing in the Fund. The Member is not relying familiar with the U.S. Government Restricted Lists maintained by applicable U.S. Federal agencies and has not relied neither it nor any of its investors, officers or directors are on the ManagerU.S. Government Blacklists. (xiii) Each Member acknowledges that “plan assets”, within the Organizer or any meaning of their Affiliates the plan assets regulation promulgated by the U.S. Department of Labor (29 C.F.R. 2510.3-1 01 et seq.). will not be used for any evaluation or other investment advice transaction contemplated herein. (xiv) Such Member is, and at all times will be, a “United States Person” as defined in respect Section 7701(a)(30) of the Portfolio Company Securities or the advisability of investing in the Fund and has had all questions answered and requests fulfilled that the Member has deemed to be material to the Member’s decision to invest in the Fund. k) It understands that the Portfolio Company Securities may not be purchased from the Portfolio Company directly or an independent third-party and Code (meaning, for clarity, that such Portfolio Company Securities may be purchased from an Affiliate of the Manager. Such Affiliate will not sell the Fund the Portfolio Company Securities Member is either a domestic corporation or a domestic partnership for U.S. Federal, state, and the costs to the Affiliate, but rather will include additional fees, including those related to sourcing the Portfolio Company Securitieslocal income tax purposes). l) It has had the opportunity to consult with legal counsel of its choice and has read and understands this Agreement and the Subscription Agreement and the Fund’s confidential private placement memorandum.

Representations and Warranties of the Members. Each Member is fully aware that (i) the Fund Company and the Manager are relying upon the exemption from registration provided by Section 4(a)(2) of the 1933 Act and Regulation D promulgated thereunder, and (ii) the Fund Company will not register as an investment company under the Investment Company Act, by reason of the provisions of Section 3(c)(13(1) or 3(c)(7) thereof that exclude from the definition of “investment company” any issuer that Act, is beneficially owned by not more than 100 investors and the Fund must comply with certain requirements to rely on those Sectionsthat is not making a public offering of its securities. Each Member also is fully aware that the Fund Company and the Manager are relying upon the truth and accuracy of the following representations by each of the Members and in the representations made in its respective Subscription Agreement. Each of the Members hereby represents, warrants and covenants to the Manager and the Fund that:Company that:‌ a(i) In the case of any entityEntity, it has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority to enter into and to perform this Agreement in accordance with its terms or (ii) in the case of an individual, he or she has the full legal capacity to enter into and to perform this Agreement in accordance with its terms; b(ii) This Agreement is a legal, valid and binding obligation of that such Member, enforceable against that such Member in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights, and subject, as to enforceability, to the effect of general principles of equity; c(iii) Its Interest is being acquired for its own account, for investment and not with a view to the distribution or resalesale thereof, subject, however, to any requirement of law that the disposition of its property will shall at all times be within its control;control;‌ d) It is an “accredited investor” (as defined in rule 501 of the Securities Act), and if required, is also a “qualified purchaser” (within the meaning of Section 2(a)(51)(A) of the Investment Company Act); eiv) It is not a participant-directed defined contribution plan; f(v) It is not an “investment company” registered under the Investment Company Act; g(vi) If it is a “benefit plan investor” under Section 3(42) of ERISA, it has identified itself as the same in writing to the Manager, its purchase and holding of its Interest is permissible under the documents governing the investment of its assets and under ERISA and the Code; h(vii) It will conduct its business and affairs (including its investment activities) in a manner such that it will be able to honor its obligations under this Agreement; i(viii) It understands and acknowledges that the investments contemplated by the Fund Company involve a high degree of risk. The Member, or its management, has substantial experience in evaluating and investing in Portfolio Company Securities real estate and real estate related assets and is capable of evaluating the merits and risks of its investments and has the capacity to protect its own interests. The Member, by reason of its, or its management’s, business or financial experience, has the capacity to protect its own interests in connection with proposed investments. The Member has sufficient resources to bear the economic risk of any investments made, including any diminution in valuevalue thereof, and will shall solely bear the economic risk of any investment;investment;‌ j(ix) It has undertaken its own independent investigation, and formed its own independent business judgment, based on its own conclusions, as to the merits of the Portfolio Company Securities Assets and investing in the FundCompany. The Member is not relying and has not relied on the Manager, the Organizer Manager or any of their Affiliates for any evaluation or other investment advice in respect of the Portfolio Company Securities Asset or the advisability of investing in the Fund Company and has had all questions answered and requests fulfilled that the Member has deemed to be material to the Member’s decision to invest in the FundCompany. k) It understands that the Portfolio Company Securities may not be purchased from the Portfolio Company directly or an independent third-party and that such Portfolio Company Securities may be purchased from an Affiliate of the Manager. Such Affiliate will not sell the Fund the Portfolio Company Securities and the costs to the Affiliate, but rather will include additional fees, including those related to sourcing the Portfolio Company Securities. l(x) It has had the opportunity to consult with legal counsel of its choice and has read and understands this Agreement and the Subscription Agreement and the FundCompany’s confidential private placement memorandum.Memorandum and the Supplement.‌‌

Representations and Warranties of the Members. Each Member is fully aware that (i) the Fund and the Manager are relying upon the exemption from registration provided by Section 4(a)(2) of the 1933 Act and Regulation D promulgated thereunder, and (ii) the Fund will not register as an investment company under the Investment Company Act, by reason of the provisions of Section 3(c)(1) or 3(c)(7) of that Actact, and (iii) the Fund must comply with certain requirements to rely on those Sectionslaws. Each Member also is fully aware that the Fund and the Manager are relying upon the truth and accuracy of the following representations by each of the Members and in the representations made in its each Member's respective Subscription Agreement. Each of the Members hereby represents, warrants and covenants to the Manager and the Fund that: (a) In the case of any entity, it the Member has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority to enter into and to perform this Agreement in accordance with its terms or (ii) or, in the case of an individual, he or she the Member has the full legal capacity to enter into and to perform this Agreement in accordance with its terms; (b) This Agreement is a legal, valid and binding obligation of that Member, enforceable against that Member in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights, and subject, as to enforceability, to the effect of general principles of equity; (c) Its The Member's Interest is being acquired for its own account, for investment and not with a view to the distribution or resale, subject, however, to any requirement of law that the disposition of its property will at all times be within its control; (d) It The Member is an “"accredited investor” " (as defined in rule Rule 501 of under the Securities Act), and and, if required, is also a “"qualified purchaser” " (within the meaning of as defined in Section 2(a)(51)(A) of the Investment Company Act); (e) It The Member is not a participant-directed defined contribution plan; (f) It The Member is not an “investment company” company registered under the Investment Company Act; (g) If it the Member is a “"benefit plan investor” under " as defined in Section 3(42) of ERISAXXXXX, it the Member has identified itself as the same such in writing to the Manager, its the Member's purchase and holding of its Interest is permissible under the documents governing the investment of its assets and under ERISA and the Code; (h) It The Member will conduct its business and affairs (including its investment activities) in a manner that it will be able to honor its obligations under this Agreement; (i) It The Member understands and acknowledges that the investments contemplated by the Fund involve a high degree of risk. . (j) The Member, or in the case of an entity, its management, has substantial experience in evaluating and investing in Portfolio Company Securities Assets of the general type in which the Fund intends to invest or invests and is capable of evaluating the merits and risks of its investments and has the capacity to protect its own interests. The Member, by reason of its, or its management’s's, business or financial experience, has the capacity to protect its own interests in connection with proposed investments. The Member It has sufficient resources to bear the economic risk of any investments made, including any diminution in value, and will solely bear the economic risk of any investment; j(k) It The Member has undertaken its own independent investigation, and formed its own independent business judgment, based on its own conclusions, as to the merits of the Portfolio Company Securities Asset and investing in the Fund. The Member is not relying and has not relied on the Manager, the Organizer or any of their Affiliates for any evaluation or other investment advice in respect of the Portfolio Company Securities Asset or the advisability of investing in the Fund and has had all questions answered and requests fulfilled that the Member has deemed to be material to the Member’s 's decision to invest in the Fund. k) It understands that the Portfolio Company Securities may not be purchased from the Portfolio Company directly or an independent third-party and that such Portfolio Company Securities may be purchased from an Affiliate of the Manager. Such Affiliate will not sell the Fund the Portfolio Company Securities and the costs to the Affiliate, but rather will include additional fees, including those related to sourcing the Portfolio Company Securities. (l) It The Member has had the opportunity to consult with legal counsel of its choice and has read and understands this Agreement and the Subscription Agreement and the Fund’s 's confidential private placement memorandum.

Representations and Warranties of the Members. Each Member is fully aware hereby represents and warrants to the Company and each other Member that such Member (i) has acquired its Interest for itself for investment purposes only, and not with a view to any resale or distribution of such Interest, except that Investor Member intends to assign its Interest to the Fund REIT Subsidiary prior to the Closing (ii) has been advised and understands that such Interest has not been and will not be registered under the Manager are relying upon Securities and Exchange Act of 1933, as amended (the exemption “Securities Act”), or any applicable state securities laws and, therefore, cannot be resold unless such Interest is registered under the Securities Act and all applicable state securities laws, or unless exemptions from registration provided by Section 4(a)(2) of the 1933 Act and Regulation D promulgated thereunderare available, and (iiiii) the Fund will not register 57 has, either alone or with its “purchaser representatives” as an investment company that term is defined in Rule 501(h) under the Investment Company Securities Act, by reason such knowledge and experience in financial and business matters that it is capable of evaluating the provisions merits and risks of Section 3(c)(1) or 3(c)(7) of that Act, and its investment in the Fund must comply with certain requirements to rely on those SectionsCompany. Each Member also is fully aware that further represents and warrants to the Fund Company and the Manager are relying upon the truth and accuracy each other Member that, as of the following representations by each signing of the Members and in the representations made in its respective Subscription this Agreement. Each of the Members hereby represents, warrants and covenants to the Manager and the Fund that: a) In the case of any entity11.10.1 It is duly organized, it has been duly formed and is validly existing and in good standing under the laws of its the jurisdiction where it purports to be organized; 11.10.2 It is a United States person (as defined in § 7701(a) of organization with the Code); 11.10.3 It has full power and authority to enter into and to perform this Agreement; 11.10.4 All actions necessary to authorize the signing and delivery of this Agreement, and the performance of obligations under it, have been duly taken; 11.10.5 This Agreement in accordance with its terms has been duly signed and delivered by a duly authorized officer or other representative of such Member (ii) in the case of if such Member is not an individual, he or she has ) and constitutes the full legal capacity to enter into and to perform this Agreement in accordance with its terms; b) This Agreement is a legal, valid and binding obligation of that Member, such Member enforceable against that Member in accordance with its terms, subject to the effect of any terms (except as such enforceability may be affected by applicable bankruptcy, insolvency, reorganization insolvency or other similar laws affecting creditors’ rightsrights generally, and subject, as to enforceability, to the effect of general principles of equity; c) Its Interest is being acquired for its own account, for investment and not with a view to the distribution or resale, subject, however, to any requirement of law except that the disposition availability of its property will at all times be within its control; d) It equitable remedies is an “accredited investor” (as defined in rule 501 of the Securities Act), and if required, is also a “qualified purchaser” (within the meaning of Section 2(a)(51)(A) of the Investment Company Actsubject to judicial discretion); e) It 11.10.6 No consent or approval of any other Person is required in connection with the signing, delivery and performance of this Agreement by such Member; and 11.10.7 The signing, delivery and performance of this Agreement does not a participant-directed defined contribution plan; f) It violate the organizational documents of such Member (if such Member is not an “investment company” registered under the Investment Company Act; gindividual) If or any material agreement to which such Member is a party or by which it is a “benefit plan investor” under Section 3(42) of ERISAbound. In addition, it has identified itself as the same in writing Manager Member represents and warrants to the ManagerCompany and to Investor Member that, its purchase as of the signing of this Agreement, (a) Manager Member has delivered or made available to Investor Member all Due Diligence Materials and holding of its Interest is permissible under the documents governing the investment of its assets all other instruments, documents, papers and under ERISA and the Code; h) It will conduct its business and affairs reports (including its investment activitiesall reports relating to the physical condition of the Properties) delivered or made available by the Seller to Manager Member, (b) Manager Member has delivered to Investor Member a true, correct and complete copy of the Purchase Agreement and that Manager Member is not in a manner that it will be able to honor default of any of its obligations under this the Purchase Agreement; i) It understands and acknowledges that the investments contemplated by the Fund involve a high degree of risk. The Member, or its management, has substantial experience in evaluating and investing in Portfolio Company Securities and is capable of evaluating the merits and risks of its investments and has the capacity to protect its own interests. The Member, by reason of its, or its management’s, business or financial experience, has the capacity to protect its own interests in connection with proposed investments. The Member has sufficient resources to bear the economic risk of any investments made, including any diminution in value, and will solely bear (c) the economic risk Company and all of any investment; jthe Subtier Entities are Delaware limited liability companies that have been duly formed under the laws of Delaware, (b) It has undertaken its own independent investigationthe Company is the sole member in Holding Company and Holding Company is member operated, Holding Company is the sole member in Mezz B Borrower and Mezz B Borrower is member operated , Mezz B Borrower is the sole member in Mezz A Borrower and Mezz A Borrower is member operated, and formed its own independent business judgment, based on its own conclusions, as to Mezz A Borrower is the merits of the Portfolio Company Securities sole member in Property Owner and investing in the Fund. The Member Property Owner is not relying and has not relied on the Manager, the Organizer or any of their Affiliates for any evaluation or other investment advice in respect of the Portfolio Company Securities or the advisability of investing in the Fund and has had all questions answered and requests fulfilled that the Member has deemed to be material to the Member’s decision to invest in the Fundmember operated. k) It understands that the Portfolio Company Securities may not be purchased from the Portfolio Company directly or an independent third-party and that such Portfolio Company Securities may be purchased from an Affiliate of the Manager. Such Affiliate will not sell the Fund the Portfolio Company Securities and the costs to the Affiliate, but rather will include additional fees, including those related to sourcing the Portfolio Company Securities. l) It has had the opportunity to consult with legal counsel of its choice and has read and understands this Agreement and the Subscription Agreement and the Fund’s confidential private placement memorandum.

Representations and Warranties of the Members. Each Member is fully aware that (i) the Fund and the Manager are relying upon the exemption from registration provided by Section 4(a)(2) of the 1933 Act and Regulation D promulgated thereunder, and (ii) the Fund will not register as an investment company under the Investment Company Act, by reason of the provisions of Section 3(c)(1) or 3(c)(7) of that Act, and the Fund must comply with certain requirements to rely on those Sections. Each Member also is fully aware that the Fund and the Manager are relying upon the truth and accuracy of the following representations by each of the Members and in the representations made in its respective Subscription AgreementMembers. Each of the Members hereby represents, warrants warrants, and covenants to the Manager and the Fund Company that: (a) In the case of any entity, it has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority to enter into and to perform this Agreement in accordance with its terms or (ii) in the case of an individual, he or she has the full legal capacity to enter into and to perform this Agreement in accordance with its terms; (b) This Agreement is a legal, valid valid, and binding obligation of that Member, enforceable against that Member in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights, and subject, as to enforceability, to the effect of general principles of equity; (c) Its Interest is being acquired for its own account, for investment and not with a view to the distribution or resale, subject, however, to any requirement of law that the disposition of its property will at all times be within its control; (d) It is an “accredited investor” (as defined in rule 501 of the Securities Act), and if required, is also a “qualified purchaser” (within the meaning of Section 2(a)(51)(A) of the Investment Company Act); e) It is not a participant-directed defined contribution plan; f(e) It is not an “investment company” registered under the Investment Company Act; g(f) If it is a “benefit plan investor” under Section 3(42) of ERISA, it has identified itself as the same in writing to the Manager, its purchase and holding of its Interest is permissible under the documents governing the investment of its assets and under ERISA and the Code; h(g) It will conduct its business and affairs (including its investment activities) in a manner that it will be able to honor its obligations under this Agreement; i) It understands and acknowledges that the investments contemplated by the Fund involve a high degree of risk. The Member, or its management, has substantial experience in evaluating and investing in Portfolio Company Securities and is capable of evaluating the merits and risks of its investments and has the capacity to protect its own interests. The Member, by reason of its, or its management’s, business or financial experience, has the capacity to protect its own interests in connection with proposed investments. The Member has sufficient resources to bear the economic risk of any investments made, including any diminution in value, and will solely bear the economic risk of any investment; j) It has undertaken its own independent investigation, and formed its own independent business judgment, based on its own conclusions, as to the merits of the Portfolio Company Securities and investing in the Fund. The Member is not relying and has not relied on the Manager, the Organizer or any of their Affiliates for any evaluation or other investment advice in respect of the Portfolio Company Securities or the advisability of investing in the Fund and has had all questions answered and requests fulfilled that the Member has deemed to be material to the Member’s decision to invest in the Fund. k) It understands that the Portfolio Company Securities may not be purchased from the Portfolio Company directly or an independent third-party and that such Portfolio Company Securities may be purchased from an Affiliate of the Manager. Such Affiliate will not sell the Fund the Portfolio Company Securities and the costs to the Affiliate, but rather will include additional fees, including those related to sourcing the Portfolio Company Securities. l(h) It has had the opportunity to consult with legal counsel of its choice and has read and understands this Agreement and the Subscription Agreement and the Fund’s confidential private placement memorandumAgreement.

Representations and Warranties of the Members. Each Member is fully aware hereby represents and warrants to the Company and each other Member that such Member (i) has acquired its Interest for itself for investment purposes only, and not with a view to any resale or distribution of such Interest, except that Investor Member intends to assign its Interest to the Fund REIT Subsidiary prior to the Closing (ii) has been advised and understands that such Interest has not been and will not be registered under the Manager are relying upon Securities and Exchange Act of 1933, as amended (the exemption “Securities Act”), or any applicable state securities laws and, therefore, cannot be resold unless such Interest is registered under the Securities Act and all applicable state securities laws, or unless exemptions from registration provided by Section 4(a)(2) of the 1933 Act and Regulation D promulgated thereunderare available, and (iiiii) the Fund will not register has, either alone or with its “purchaser representatives” as an investment company that term is defined in Rule 501(h) under the Investment Company Securities Act, by reason such knowledge and experience in financial and business matters that it is capable of evaluating the provisions merits and risks of Section 3(c)(1) or 3(c)(7) of that Act, and its investment in the Fund must comply with certain requirements to rely on those SectionsCompany. Each Member also is fully aware that further represents and warrants to the Fund Company and the Manager are relying upon the truth and accuracy each other Member that, as of the following representations by each signing of the Members and in the representations made in its respective Subscription this Agreement. Each of the Members hereby represents, warrants and covenants to the Manager and the Fund that: a) In the case of any entity9.10.1 It is duly organized, it has been duly formed and is validly existing and in good standing under the laws of its the jurisdiction where it purports to be organized; 9.10.2 It is a United States person (as defined in § 7701(a) of organization with the Code); 9.10.3 It has full power and authority to enter into and to perform this Agreement; 9.10.4 All actions necessary to authorize the signing and delivery of this Agreement, and the performance of obligations under it, have been duly taken; 9.10.5 This Agreement in accordance with its terms has been duly signed and delivered by a duly authorized officer or other representative of such Member (ii) in the case of if such Member is not an individual, he or she has ) and constitutes the full legal capacity to enter into and to perform this Agreement in accordance with its terms; b) This Agreement is a legal, valid and binding obligation of that Member, such Member enforceable against that Member in accordance with its terms, subject to the effect of any terms (except as such enforceability may be affected by applicable bankruptcy, insolvency, reorganization insolvency or other similar laws affecting creditors’ rightsrights generally, and subject, as to enforceability, to the effect of general principles of equity; c) Its Interest is being acquired for its own account, for investment and not with a view to the distribution or resale, subject, however, to any requirement of law except that the disposition availability of its property will at all times be within its control; d) It equitable remedies is an “accredited investor” (as defined in rule 501 of the Securities Act), and if required, is also a “qualified purchaser” (within the meaning of Section 2(a)(51)(A) of the Investment Company Actsubject to judicial discretion); e) It 9.10.6 No consent or approval of any other Person is required in connection with the signing, delivery and performance of this Agreement by such Member; and 9.10.7 The signing, delivery and performance of this Agreement does not a participant-directed defined contribution plan; f) It violate the organizational documents of such Member (if such Member is not an “investment company” registered under the Investment Company Act; gindividual) If or any material agreement to which such Member is a party or by which it is a “benefit plan investor” under Section 3(42) of ERISA, it has identified itself as the same in writing to the Manager, its purchase and holding of its Interest is permissible under the documents governing the investment of its assets and under ERISA and the Code; h) It will conduct its business and affairs (including its investment activities) in a manner that it will be able to honor its obligations under this Agreement; i) It understands and acknowledges that the investments contemplated by the Fund involve a high degree of risk. The Member, or its management, has substantial experience in evaluating and investing in Portfolio Company Securities and is capable of evaluating the merits and risks of its investments and has the capacity to protect its own interests. The Member, by reason of its, or its management’s, business or financial experience, has the capacity to protect its own interests in connection with proposed investments. The Member has sufficient resources to bear the economic risk of any investments made, including any diminution in value, and will solely bear the economic risk of any investment; j) It has undertaken its own independent investigation, and formed its own independent business judgment, based on its own conclusions, as to the merits of the Portfolio Company Securities and investing in the Fund. The Member is not relying and has not relied on the Manager, the Organizer or any of their Affiliates for any evaluation or other investment advice in respect of the Portfolio Company Securities or the advisability of investing in the Fund and has had all questions answered and requests fulfilled that the Member has deemed to be material to the Member’s decision to invest in the Fundbound. k) It understands that the Portfolio Company Securities may not be purchased from the Portfolio Company directly or an independent third-party and that such Portfolio Company Securities may be purchased from an Affiliate of the Manager. Such Affiliate will not sell the Fund the Portfolio Company Securities and the costs to the Affiliate, but rather will include additional fees, including those related to sourcing the Portfolio Company Securities. l) It has had the opportunity to consult with legal counsel of its choice and has read and understands this Agreement and the Subscription Agreement and the Fund’s confidential private placement memorandum.

Representations and Warranties of the Members. (a) Each Member is fully aware that represents and warrants (and, as set forth in clauses (vi) and (vii) below, covenants) to the Company and to each other Member as follows: (i) Such Member has all the Fund requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Member, and the Manager are relying upon the exemption from registration provided by Section 4(a)(2) consummation of the 1933 Act and Regulation D promulgated thereundertransactions contemplated hereby, and does not conflict with or contravene the provisions of its organizational documents or any agreement or instrument by which it or its properties are bound or any law, rule, regulation, order or decree to which it or its properties are subject. (ii) All acts and other proceedings required to be taken by such Member to authorize the Fund will not register as an investment company under execution, delivery and performance of this Agreement and the Investment Company Act, by reason consummation of the provisions of Section 3(c)(1transactions contemplated hereby have been duly and properly taken. (iii) or 3(c)(7) of that Act, and the Fund must comply with certain requirements to rely on those Sections. Each Member also is fully aware that the Fund and the Manager are relying upon the truth and accuracy of the following representations by each of the Members and in the representations made in its respective Subscription Agreement. Each of the Members hereby represents, warrants and covenants to the Manager and the Fund that: a) In the case of any entity, it This Agreement has been duly formed executed and delivered by such Member and constitutes the legal, valid and binding obligation of such Member, enforceable against such Member in accordance with its terms, except as may be limited by the Bankruptcy Act, insolvency and other similar laws and general equitable principles. (iv) Such Member has obtained all approvals and consents required to be obtained by it in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby from all Governmental Authorities having any approval rights with respect thereto, and all persons having consent rights. (v) Such Member is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization formation with full all requisite power and authority to enter into and to perform this Agreement and perform its obligations hereunder. (vi) Such Member shall comply in all material respects with, to the extent applicable, the Bank Secrecy Act, as amended by Section 352 of the USA PATRIOT Act. Such Member is subject to an anti-money laundering program reasonably designed to comply with such laws that include: (1) Anti-Money Laundering / “Know Your Customer” and “Enhanced Due Diligence” policies and procedures; (2) the designation of an Anti-Money Laundering Compliance Officer; (3) a Customer Identification Program reasonably designed to meet the requirements of applicable law and regulations; (4) reporting of suspicious activity to government authorities in accordance with its terms or applicable law and regulation; (ii5) in the case anti-money laundering training of an individual, he or she has the full legal capacity appropriate employees; (6) independent testing for compliance with such anti-money laundering program and applicable laws and regulations; (7) enhanced scrutiny with respect to enter into and to perform this Agreement in accordance with its terms; b) This Agreement is a legal, valid and binding obligation of that Member, enforceable against that Member in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights, and subject, as to enforceability, to the effect of general principles of equity; c) Its Interest is being acquired accounts held for its own account, for investment and not with a view to the distribution or resale, subject, however, to any requirement of law that the disposition of its property will at all times be within its control; d) It is an “accredited investor” senior political figures (as defined in rule 501 and set forth under Section 312 of the Securities USA PATRIOT Act)) reasonably designed to detect and report transactions that may involve proceeds of foreign corruption; and (8) policies and procedures reasonably designed to achieve compliance with economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. (vii) At all times, neither such Member, nor its officers, directors, direct investors nor, to such Member’s knowledge, indirect investors of such Member, will be a Prohibited Person for so long as such Member remains a Member. (viii) Such Member understands the risks of, and if required, is also a “qualified purchaser” (within the meaning of Section 2(a)(51)(A) of the Investment Company Act); e) It is not a participant-directed defined contribution plan; f) It is not an “investment company” registered under the Investment Company Act; g) If it is a “benefit plan investor” under Section 3(42) of ERISA, it has identified itself as the same in writing to the Managerother considerations relating to, its purchase and holding acquisition of its Interest is permissible under the documents governing the investment and, by reason of its assets and under ERISA and the Code; h) It will conduct its business and affairs (including financial experience, together with the business and financial experience of those persons, if any, retained by it to represent or advise it with respect to its investment activitiesin the Company, (A) has such knowledge, sophistication and experience in a manner financial and business matters and in making investment decisions of this type that it will be able to honor its obligations under this Agreement; i) It understands and acknowledges that the investments contemplated by the Fund involve a high degree of risk. The Member, or its management, has substantial experience in evaluating and investing in Portfolio Company Securities and is capable of evaluating the merits and risks of its investments an investment in the Company and has the capacity to protect of making an informed investment decision, (B) is capable of protecting its own interests. The Member, by reason interest or has engaged representatives or advisors to assist it in protecting its interests and (C) is capable of its, or its management’s, business or financial experience, has the capacity to protect its own interests in connection with proposed investments. The Member has sufficient resources to bear bearing the economic risk of any investments made, including any diminution in value, such investment. (ix) Such Member (A) has consulted appropriate independent tax advisors and will solely bear the economic risk of any investment; j) It has undertaken its own independent investigation, and formed its own independent business judgment, based on its own conclusions, been or is fully informed as to any relevant tax considerations relating to the merits specific circumstances of such Member arising out of the Portfolio Company Securities purchase and investing ownership of an interest in the Fund. The Member Company, (B) has not relied or is not relying and has not relied on any information (including any tax information) provided by the Manager, CIM Member or the Organizer Company or any of its or their Affiliates in making a decision as to whether to make an investment in the Company and (C) is making the decision to become a Member relying solely upon, subject to the terms of Section 13.10 hereof, (1) this Agreement and (2) any independent investigations made by such Member. (b) Each Co-Investor Member represents, warrants and covenants to the CIM Member that: (i) No portion of the assets used by such Co-Investor Member in connection with the acquisition and holding of its interest in the Company, or otherwise in connection with the transactions contemplated hereunder, constitute, or will at any time during the term of the Company constitute, “plan assets” under the Plan Asset Regulation of any “benefit plan investor” (within the meaning of the Plan Asset Regulation). (ii) Such Co-Investor Member is acquiring its interest in the Company for investment, solely for its own account, with the intention of holding such interest for investment and not with a view to, or for resale in connection with, any evaluation distribution or public offering or resale of any portion of such interest within the meaning of the Securities Act of 1933 as amended from time to time (the “Securities Act”) or any other applicable federal or state securities law, rule or regulation (“Securities Laws”). (iii) Such Co-Investor Member acknowledges that it is aware that its interest in the Company has not been registered under the Securities Act or under any other Securities Law in reliance upon exemptions contained therein. Such Co-Investor Member understands and acknowledges that its representations and warranties contained herein are being relied upon by the Company and the Managing Member and the constituent owners of each of the foregoing as the basis for exemption of the issuance of interest in the Company from registration requirements of the Securities Act and other Securities Laws. Such Co-Investor Member acknowledges that the Company will not have and has no obligation to register any Interest in the Company under the Securities Act or other investment advice Securities Laws. (iv) Such Co-Investor Member and each investor in respect such Co-Investor Member (a) has had an opportunity to (1) ask questions of and receive answers concerning the terms and conditions hereof and the business of the Portfolio Company Securities or and (2) obtain any additional information concerning the advisability of investing in the Fund Company and has had all questions answered and requests fulfilled that the Member has deemed to be any related material to the Member’s decision extent the Company possesses such information or can acquire it without unreasonable effort or expense, and all such questions, if asked, have been answered satisfactorily and all such documents, if examined, have been found to invest be fully satisfactory, (b) is an “Accredited Investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act, (c) is a “qualified purchaser,” as defined in the Fund. kSection 2(a)(51)(A) It understands that the Portfolio Company Securities may not be purchased from the Portfolio Company directly or an independent third-party and that such Portfolio Company Securities may be purchased from an Affiliate of the Manager. Such Affiliate will not sell the Fund the Portfolio Investment Company Securities Act of 1940, as amended, and the costs to the Affiliaterelated rules promulgated thereunder, but rather will include additional fees(d) is not investing as a result of, including those related to sourcing the Portfolio Company Securities. l) It has had and did not hear or read of the opportunity to consult with legal counsel so invest through, any form of general solicitation or general advertising by the Company or any other person acting on its choice behalf, including, without limitation, (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast on television or radio or (2) any seminar or meeting whose attendees were invited by general solicitation or general advertising or as a result of, subsequent to or pursuant to any of the foregoing, and has read (e) is making the decision to become a Co-Investor Member or to become such an investor, as applicable, relying solely upon (1) this Agreement, (2) the organizational documents of the Subsidiaries of the Company and understands this Agreement and the Subscription Agreement and the Fund’s confidential private placement memorandum(3) any independent investigations made by such Person.

Representations and Warranties of the Members. Each Member is fully aware that (i) the Fund and the Manager are relying upon the exemption from registration provided by Section 4(a)(2) of the 1933 Act and Regulation D promulgated thereunder, and (ii) the Fund will not register as an investment company under the Investment Company Act, by reason of the provisions of Section 3(c)(1) or 3(c)(7) of that Act, and the Fund must comply with certain requirements to rely on those Sections. Each Member also is fully aware that the Fund and the Manager are relying upon the truth and accuracy of the following representations by each of the Members and in the representations made in its respective Subscription Agreement. Each of the Members hereby represents, warrants and covenants to the Manager and the Fund that: (a) In the case of any entity, it has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority to enter into and to perform this Agreement in accordance with its terms or (ii) in the case of an individual, he or she has the full legal capacity to enter into and to perform this Agreement in accordance with its terms; (b) This Agreement is a legal, valid and binding obligation of that Member, enforceable against that Member in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights, and subject, as to enforceability, to the effect of general principles of equity; (c) Its Interest is being acquired for its own account, for investment and not with a view to the distribution or resale, subject, however, to any requirement of law that the disposition of its property will at all times be within its control; (d) It is an “accredited investor” (as defined in rule 501 of the Securities Act), and if required, is also a “qualified purchaser” (within the meaning of Section 2(a)(51)(A) of the Investment Company Act); (e) It is not a participant-directed defined contribution plan; (f) It is not an “investment company” registered under the Investment Company Act; (g) If it is a “benefit plan investor” under Section 3(42) of ERISA, it has identified itself as the same in writing to the Manager, its purchase and holding of its Interest is permissible under the documents governing the investment of its assets and under ERISA and the Code; (h) It will conduct its business and affairs (including its investment activities) in a manner that it will be able to honor its obligations under this Agreement; (i) It understands and acknowledges that the investments contemplated by the Fund involve a high degree of risk. The Member, or its management, has substantial experience in evaluating and investing in Portfolio Company Securities and is capable of evaluating the merits and risks of its investments and has the capacity to protect its own interests. The Member, by reason of its, or its management’s, business or financial experience, has the capacity to protect its own interests in connection with proposed investments. The Member has sufficient resources to bear the economic risk of any investments made, including any diminution in value, and will solely bear the economic risk of any investment; (j) It has undertaken its own independent investigation, and formed its own independent business judgment, based on its own conclusions, as to the merits of the Portfolio Company Securities and investing in the Fund. The Member is not relying and has not relied on the Manager, the Organizer or any of their Affiliates for any evaluation or other investment advice in respect of the Portfolio Company Securities or the advisability of investing in the Fund and has had all questions answered and requests fulfilled that the Member has deemed to be material to the Member’s decision to invest in the Fund. (k) It understands that the Portfolio Company Securities may not be purchased from the Portfolio Company directly or an independent third-party and that such Portfolio Company Securities may be purchased from an Affiliate of the Manager. Such Affiliate will not sell the Fund the Portfolio Company Securities and the costs to the Affiliate, but rather will include additional fees, including those related to sourcing the Portfolio Company Securities. (l) It has had the opportunity to consult with legal counsel of its choice and has read and understands this Agreement and the Subscription Agreement and the Fund’s confidential private placement memorandum.

Representations and Warranties of the Members. Each Member is fully aware that (i) hereby represents and warrants to the Fund Company and the Manager are relying upon the exemption from registration provided by Section 4(a)(2) each other Member as follows as of the 1933 Act and Regulation D promulgated thereunder, and Effective Date (ii) the Fund will not register or such later date such Member is admitted as an investment company under the Investment Company Act, by reason a Member of the provisions of Section 3(c)(1) or 3(c)(7) of that Act, and the Fund must comply with certain requirements to rely on those Sections. Each Member also is fully aware that the Fund and the Manager are relying upon the truth and accuracy of the following representations by each of the Members and in the representations made in its respective Subscription Agreement. Each of the Members hereby represents, warrants and covenants to the Manager and the Fund that:Company): (a) In the case of any entityit is duly formed, it has been duly formed and is validly existing and in good standing under the laws Laws of the state of its formation and, if required by Law, is duly qualified to conduct business and is in good standing in each jurisdiction in which ownership of organization with its property or the character of its business requires such qualification; (b) it has full corporate, limited liability company, partnership (limited or general), trust or other applicable power and authority to enter into execute and to perform deliver this Agreement in accordance with its terms and [_______], thereunder, and all necessary consents and actions by the board of directors, shareholders, managers, members, partners, trustees, beneficiaries or (ii) in other Persons necessary for the case due authorization, execution, delivery and performance of an individual, he or she has the full legal capacity to enter into and to perform this Agreement by such Member and, [_______], in accordance with its termseach case, have been duly taken or received, as applicable; b(c) This (i) no consents are required from any Person for such Member to execute and deliver this Agreement and, [_______], (i) such Member has duly executed and delivered this Agreement and, [_______], and (i) this Agreement and, [_______], in each case, assuming the due authorization, execution and delivery by each other party hereto or thereto, as applicable, is a legal, valid and binding obligation of that Member, enforceable against that such Member in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvencymoratorium, reorganization or similar laws insolvency and other applicable Laws generally affecting creditors’ rights, rights and subject, as to enforceability, to the effect of general principles of equity (whether applied in an Action in a court of law or equity); c(d) Its its authorization, execution, delivery and performance of this Agreement and, [_______], does not conflict with, violate or constitute a breach of or under (and will not constitute a conflict, violation or breach with the passage of time, the giving of notice or both under) (i) any charter instrument or other agreement or instrument governing such Member, (i) any material obligation under any material agreement or arrangement to which such Member is a party or by which any of its assets are bound or (i) any Law applicable to such Member or its assets or properties; (e) it (i) has been furnished with such information about the Company and the Membership Interests as such Member has requested, (i) is sophisticated and experienced in the evaluation, development, engineering, procurement, construction, purchase, ownership, marketing and operation of pipeline assets and related facilities and has made its own independent inquiry and investigation into, and based thereon has formed an independent judgment concerning, the Company and the Membership Interests, (i) is able to bear the economic risks of investing in the Membership Interests of the Company, does not require the liquidity of this investment and could sustain a loss of its entire investment in the Company should such a loss occur, and (i) is an “accredited investor” within the meaning of the Securities Act (and the regulations thereunder); (f) it is acquiring its Membership Interest is being acquired for its own account, account for investment purposes and not with a view to the distribution or resale, subject, however, to any requirement of law that the disposition of its property will at all times be within its controlsale thereof; d(g) It is an “accredited investor” (as defined in rule 501 of the Securities Act), it has been informed and if required, is also a “qualified purchaser” (within the meaning of Section 2(a)(51)(A) of the Investment Company Act); e) It is acknowledges that its Membership Interest has not a participant-directed defined contribution plan; f) It is not an “investment company” been registered under the Investment Securities Act or registered or qualified under any state securities Law and the Company Actand the other Members are relying upon such Member’s representations and warranties herein in determining the availability of exemptions from registration or qualification of the issuance of the Membership Interests described herein under applicable federal and state securities Laws; g(h) If it is a “benefit plan investor” under Section 3(42) of ERISA, it has identified itself as the same in writing to the Manager, its purchase such knowledge and holding of its Interest is permissible under the documents governing the investment of its assets and under ERISA and the Code; h) It will conduct its business and affairs (including its investment activities) in a manner that it will be able to honor its obligations under this Agreement; i) It understands and acknowledges that the investments contemplated by the Fund involve a high degree of risk. The Member, or its management, has substantial experience in evaluating financial and investing in Portfolio Company Securities and is business matters as to be capable of evaluating the merits and risks of an investment in the Company; (i) in making its investments decision to enter into this Agreement and has to consummate the capacity to protect its own interests. The transactions contemplated herein such Member, (i) except to the extent of the express representations and warranties in this Section 2.1 made by reason of its, or its management’s, business or financial experienceany other Members, has not relied on the capacity to protect Company or any other Member for its own interests in connection with proposed investments. The Member has sufficient resources to bear the economic risk of any investments made, including any diminution in value, investigation and will solely bear the economic risk of any investment; j) It has undertaken its own independent investigation, and formed its own independent business judgment, based on its own conclusions, as to the merits evaluation of the Portfolio Company Securities and investing in the Fund. The Member is not relying its assets and has not relied on any comments, statements, financial projections, financial statements, budgets or other materials made or given by the Manager, the Organizer Company or any of their Affiliates for other Member or any evaluation representatives or consultants or advisors engaged by the Company or any other Member and (i) has satisfied itself through its own due diligence as to the contractual arrangements and other matters affecting the Company, (j) there is no investigation, suit, arbitration, mediation, action, litigation or other investment advice proceeding by or before any Governmental Entity, mediator or arbitrator pending, or to such Member’s actual knowledge, threatened in respect writing against such Member that could reasonably be anticipated to have a material adverse effect on such Member or such Member’s ability to perform its obligations hereunder; and (k) such Member is capable of funding its Percentage Interest of the Portfolio Company Securities Project Budget attached hereto on the Effective Date plus ten percent (10.0%) in excess thereof with sufficiently available cash on hand or the advisability of investing in the Fund and has had all questions answered and requests fulfilled cash that the is otherwise readily available to such Member has deemed pursuant to be material such Member’s credit facilities with financial institutions or from its Ultimate Parent pursuant to the Member’s decision to invest in the FundGuaranty Agreement provided by such Ultimate Parent. k) It understands that the Portfolio Company Securities may not be purchased from the Portfolio Company directly or an independent third-party and that such Portfolio Company Securities may be purchased from an Affiliate of the Manager. Such Affiliate will not sell the Fund the Portfolio Company Securities and the costs to the Affiliate, but rather will include additional fees, including those related to sourcing the Portfolio Company Securities. l) It has had the opportunity to consult with legal counsel of its choice and has read and understands this Agreement and the Subscription Agreement and the Fund’s confidential private placement memorandum.

Representations and Warranties of the Members. Each Member is fully aware that (i) the Fund Company and the Manager are relying upon the exemption from registration provided by Section 4(a)(24(2) of the 1933 Act and specifically the exemption set forth in Rule 506 of Regulation D promulgated thereunder, and (ii) the Fund Company will not register as an investment company under the Investment Company Act, by reason of the provisions of Section 3(c)(1) or 3(c)(7that exclude from the definition of “investment company” any issuer that has not made and does not presently propose to make a public offering of its securities and whose outstanding securities (other than short-term paper) of that Act, and the Fund must comply with certain requirements to rely on those Sectionsare beneficially owned by not more than 100 persons. Each Member also is fully aware that the Fund Company and the Manager are relying upon the truth and accuracy of the following representations by each of the Members and in the representations made in its respective Subscription Agreement. Each of the Members hereby represents, warrants and covenants to the Manager and the Fund Company that: a) In the case of any entity, it 13.1.1. It has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority to enter into and to perform this Agreement in accordance with its terms or (ii) in the case of an individual, he or she has the full legal capacity to enter into and to perform this Agreement in accordance with its terms;. b) 13.1.2. This Agreement is a legal, valid and binding obligation of that such Member, enforceable against that such Member in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights, and subject, as to enforceability, to the effect of general principles of equity;. c) 13.1.3. Its Interest in the Company is being acquired for its own account, for investment and not with a view to the distribution or resalesale thereof, subject, however, to any requirement of law that the disposition of its property will shall at all times be within its control;. d) 13.1.4. It is an “accredited investor” (as defined in rule 501 of the Securities Act), and if required, is also a “qualified purchaser” (within the meaning of Section 2(a)(51)(A) of the Investment Company Act);Accredited Investor. e) 13.1.5. It is not a participant-directed defined contribution plan;. f) 13.1.6. It is not (i) an “investment company” registered under the Investment Company Act;, (ii) a “business development company”, as defined in Section 202(a)(22) of the Investment Advisers Act, or (iii) a foreign investment company that is not required to register as an “investment company” under the Investment Company Act, pursuant to Section 7(d) thereunder. g) 13.1.7. If it is a “benefit plan investor” under Section 3(42) of ERISA, it has identified itself as the same in writing to the Manager, its purchase and holding of its Interest is permissible under the documents governing the investment of its assets and under ERISA and the Code;. h) 13.1.8. It will conduct its business and affairs (including its investment activities) in a manner such that it will be able to honor its obligations under this Agreement;. i) 13.1.9. It understands and acknowledges that the investments contemplated by the Fund Company involve a high degree of risk. The Member, or its management, has substantial experience in evaluating and investing in Portfolio Company Securities securities and is capable of evaluating the merits and risks of its investments and has the capacity to protect its own interests. The MemberMember has reviewed the Private Placement Memorandum dated March 21, by reason of its2012 pertaining to the Company and the Interests, or its management’sincluding the Section captioned “Risk Factors”, business or financial experience, has which summarizes certain material risks attendant with an investment in the capacity to protect its own interests in connection with proposed investmentsCompany. The Member has sufficient resources to bear the economic risk of any investments made, including any diminution or complete loss in valuevalue thereof, and will shall solely bear the economic risk of any investment;. j) It 00.0.00. Xx has undertaken its own independent investigation, and formed its own independent business judgment, based on its own conclusions, as to the merits of the Portfolio Company Securities and investing in the FundCompany. The Member is not relying and has not relied on the Manager, the Organizer Manager or any of their its Affiliates for any evaluation or other investment advice in respect of the Portfolio Company Securities or the advisability of investing in the Fund Company. 00.0.00. Xx understands and has had all questions answered and requests fulfilled acknowledges that the Member has deemed to be material to Manager, its Affiliates or their respective employees, members, shareholders, partners or managers may receive fees or other remuneration in connection with the Member’s decision to invest in the Fundsale of Interests by Members. k) It understands that the Portfolio Company Securities may not be purchased from the Portfolio Company directly or an independent third-party and that such Portfolio Company Securities may be purchased from an Affiliate of the Manager. Such Affiliate will not sell the Fund the Portfolio Company Securities and the costs to the Affiliate, but rather will include additional fees, including those related to sourcing the Portfolio Company Securities. l) It has had the opportunity to consult with legal counsel of its choice and has read and understands this Agreement and the Subscription Agreement and the Fund’s confidential private placement memorandum.

Representations and Warranties of the Members. Each Member is fully aware that (i) the Fund hereby represents and the Manager are relying upon the exemption from registration provided by Section 4(a)(2) of the 1933 Act and Regulation D promulgated thereunder, and (ii) the Fund will not register as an investment company under the Investment Company Act, by reason of the provisions of Section 3(c)(1) or 3(c)(7) of that Act, and the Fund must comply with certain requirements to rely on those Sections. Each Member also is fully aware that the Fund and the Manager are relying upon the truth and accuracy of the following representations by each of the Members and in the representations made in its respective Subscription Agreement. Each of the Members hereby represents, warrants and covenants to the Manager and the Fund thatagrees as follows: (a) In the case of any entity, it such Member has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority to enter into execute and deliver this Agreement and to perform this Agreement in accordance with its terms or (ii) in the case of an individual, he or she has the full legal capacity to enter into and to perform carry out his obligations under this Agreement in accordance with its terms, without the consent, concurrence or joinder or any other Person (other than his spouse if the spouse has joined in the execution of this Agreement); (b) This this Agreement is constitutes a legal, valid and binding obligation of that such Member, enforceable against that such Member in accordance with its terms; (c) the execution, subject to delivery and performance of this Agreement and the effect consummation of the transactions contemplated herein will not constitute a breach of any term or provision of, or a default under, (i) any outstanding indenture, mortgage, loan agreement or other contract or agreement to which such Member is a party or by which such Member’s properties are bound or (ii) any Law applicable bankruptcy, insolvency, reorganization to such Member or similar laws affecting creditors’ rights, and subject, as to enforceability, to the effect of general principles of equitysuch Member’s properties; c(d) Its Interest no consent, license, approval or authorization of any Governmental Entity is required on the part of such Member in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated herein; (e) the Units to be issued to such Member are being acquired acquired, or will be acquired, by such Member for its investment, for such Member’s own account, for investment and not with a view to, or for resale in connection with, any distribution of Units within the meaning of the Securities Act; (f) no Units may be sold, transferred, or otherwise disposed of without registration under the Securities Act and any applicable state securities laws, except under an exemption from those laws; provided, that notwithstanding such representations, the Company agrees (subject to all applicable provisions of this Agreement) to permit a sale or transfer of Units upon its obtaining satisfactory assurances that the sale or transfer may be made without registration under the Securities Act and related rules and regulations (and all applicable state securities laws and regulations), including receipt by the Company of an opinion to such effect from counsel reasonably satisfactory to the distribution Company or resale, subject, however, to any requirement compliance by the selling or transferring Member with the requirements of law that Rule 144(k) or Rule 144A under the disposition of its property will at all times be within its controlSecurities Act; d(g) It such Member is an “accredited investor” (as defined in rule 501 of the Securities Act), and if required, is also a “qualified purchaser” (within the meaning of Section 2(a)(51)(A) Rule 501 under the Securities Act of the Investment Company Act)1933, as amended; e) It is not a participant-directed defined contribution plan; f) It is not an “investment company” registered under the Investment Company Act; g) If it is a “benefit plan investor” under Section 3(42) of ERISA, it has identified itself as the same in writing to the Manager, its purchase and holding of its Interest is permissible under the documents governing the investment of its assets and under ERISA and the Code; (h) It will conduct its business and affairs such Member has not withheld any information from the other Members that would be considered important in making a decision to acquire the Units; and (including its investment activitiesi) in a manner such Member agrees that it will be able certificates, if any, from time to honor its obligations time representing Units issued to such Member under this Agreement; i) It understands and acknowledges that the investments contemplated by the Fund involve a high degree of risk. The Member, or its management, has substantial experience in evaluating and investing in Portfolio Company Securities and is capable of evaluating the merits and risks of its investments and has the capacity to protect its own interests. The Member, by reason of its, or its management’s, business or financial experience, has the capacity to protect its own interests in connection with proposed investments. The Member has sufficient resources to bear the economic risk of any investments made, including any diminution in value, and will solely bear the economic risk of any investment; j) It has undertaken its own independent investigation, and formed its own independent business judgment, based on its own conclusions, as to the merits of the Portfolio Company Securities and investing in the Fund. The Member is not relying and has not relied on the Manager, the Organizer or any of their Affiliates for any evaluation or other investment advice in respect of the Portfolio Company Securities or the advisability of investing in the Fund and has had all questions answered and requests fulfilled that the Member has deemed to be material to the Member’s decision to invest in the Fund. k) It understands that the Portfolio Company Securities may not be purchased from the Portfolio Company directly or an independent third-party and that such Portfolio Company Securities Agreement may be purchased from an Affiliate of inscribed with the Managerfollowing restrictive legends: THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. Such Affiliate will not sell the Fund the Portfolio Company Securities and the costs to the AffiliateSUCH UNITS MAY NOT BE SOLD, but rather will include additional feesTRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH A REGISTRATION UNLESS THE COMPANY IS FURNISHED WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT THE TRANSFER IS EXEMPT FROM REGISTRATION UNDER THOSE LAWS. THE SALE, including those related to sourcing the Portfolio Company SecuritiesASSIGNMENT, TRANSFER, PLEDGE, ENCUMBRANCE, OR OTHER DISPOSITION OF THE UNITS EVIDENCED BY THIS CERTIFICATE, OR ANY INTEREST IN SUCH UNITS, ARE RESTRICTED BY THE TERMS OF THE LIMITED LIABILITY COMPANY AGREEMENT BY AND AMONG THE MEMBERS OF THE COMPANY DATED EFFECTIVE AS OF AUGUST 5, 2013, COPIES OF WHICH WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. NO SUCH SALE, ASSIGNMENT, TRANSFER, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF THE AFORESAID LAWS AND LIMITED LIABILITY COMPANY AGREEMENT SHALL HAVE BEEN COMPLIED WITH IN FULL. l) It has had the opportunity to consult with legal counsel of its choice and has read and understands this Agreement and the Subscription Agreement and the Fund’s confidential private placement memorandum.

Representations and Warranties of the Members. Each Member is fully aware that (i) the Fund and the Manager are relying upon the exemption from registration provided by Section 4(a)(2) As of the 1933 Act Effective Date, each Member represents and Regulation D promulgated thereunder, and (ii) the Fund will not register as an investment company under the Investment Company Act, by reason of the provisions of Section 3(c)(1) or 3(c)(7) of that Act, and the Fund must comply with certain requirements to rely on those Sections. Each Member also is fully aware that the Fund and the Manager are relying upon the truth and accuracy of the following representations by each of the Members and in the representations made in its respective Subscription Agreement. Each of the Members hereby represents, warrants and covenants to the Manager and the Fund others that: (a) In it is a corporation or, in the case of any entityXXXX, it has been a limited liability company, duly formed and is validly existing organized and in good standing under the laws of in its jurisdiction of organization with full power incorporation and authority is qualified to enter into do business and is in good standing in those states where necessary in order to perform carry out the purposes of this Agreement in accordance with its terms or Agreement; (iib) in the case of an individual, he or she it has the full legal capacity to enter into and to perform this Agreement and all transactions contemplated herein and that all corporate, board of directors, shareholder, surface and mineral rights owner, lessor, lessee and other actions and consents required to authorize it to enter into and perform this Agreement have been properly taken or obtained; provided that the parties acknowledge that Strathmore Minerals Corp., a Canadian public company, is required to obtain TSX Venture Exchange approval in accordance connection with the transactions contemplated herein and that STRATHMORE will undertake on behalf of itself and its termsAffiliates to comply with the applicable TSX Venture Exchange policies necessary to obtain such consent forthwith upon the execution of this Agreement; b(c) This it will not breach any other agreement or arrangement by entering into or performing this Agreement; (d) it is not subject to any governmental order, judgment, decree, debarment, sanction or Laws that would preclude the permitting or implementation of Operations under this Agreement; (e) this Agreement has been duly executed and delivered by it and is a legal, valid and binding obligation of that Member, enforceable against that Member upon it in accordance with its terms, subject to the effect of any applicable except as limited by (i) bankruptcy, insolvency, reorganization reorganization, moratorium, fraudulent conveyance or other similar laws affecting Laws relating to creditors’ rights, rights generally and subject, as to enforceability, to the effect of (ii) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law; c) Its Interest is being acquired for its own account, for investment and not with a view to the distribution or resale, subject, however, to any requirement of law that the disposition of its property will at all times be within its control; d) It is an “accredited investor” (as defined in rule 501 of the Securities Act), and if required, is also a “qualified purchaser” (within the meaning of Section 2(a)(51)(A) of the Investment Company Act); e) It is not a participant-directed defined contribution plan; f) It is not an “investment company” registered under the Investment Company Act; g) If it is a “benefit plan investor” under Section 3(42) of ERISAdealt with no broker, it has identified itself as the same in writing to the Manager, its purchase and holding of its Interest is permissible under the documents governing the investment of its assets and under ERISA and the Code; h) It will conduct its business and affairs (including its investment activities) in a manner that it will be able to honor its obligations under this Agreement; i) It understands and acknowledges that the investments contemplated by the Fund involve a high degree of risk. The Member, finder or its management, has substantial experience in evaluating and investing in Portfolio Company Securities and is capable of evaluating the merits and risks of its investments and has the capacity to protect its own interests. The Member, by reason of its, or its management’s, business or financial experience, has the capacity to protect its own interests similar Person in connection with proposed investments. The Member the transactions contemplated by this Agreement; and (g) it has sufficient resources to bear the economic risk of any investments made, including any diminution in value, and will solely bear the economic risk of any investment; j) It has undertaken resources necessary to perform its own independent investigation, and formed its own independent business judgment, based on its own conclusions, as to the merits of the Portfolio Company Securities and investing in the Fund. The Member is not relying and has not relied on the Manager, the Organizer or any of their Affiliates for any evaluation or other investment advice in respect of the Portfolio Company Securities or the advisability of investing in the Fund and has had all questions answered and requests fulfilled that the Member has deemed to be material to the Member’s decision to invest in the Fundobligations hereunder. k) It understands that the Portfolio Company Securities may not be purchased from the Portfolio Company directly or an independent third-party and that such Portfolio Company Securities may be purchased from an Affiliate of the Manager. Such Affiliate will not sell the Fund the Portfolio Company Securities and the costs to the Affiliate, but rather will include additional fees, including those related to sourcing the Portfolio Company Securities. l) It has had the opportunity to consult with legal counsel of its choice and has read and understands this Agreement and the Subscription Agreement and the Fund’s confidential private placement memorandum.

Representations and Warranties of the Members. Each Member is fully aware that (i) the Fund Company and the Manager are relying upon the exemption from registration provided by Section 4(a)(2) of the 1933 Act and Regulation D promulgated thereunder, and (ii) the Fund Company will not register as an investment company under the Investment Company Act, by reason of the provisions of Section 3(c)(13I(1) or 3(c)(7) thereof that exclude from the definition of “investment company” any issuer that Act, is beneficially owned by not more than 100 investors and the Fund must comply with certain requirements to rely on those Sectionsthat is not making a public offering of its securities. Each Member also is fully aware that the Fund Company and the Manager are relying upon the truth and accuracy of the following representations by each of the Members and in the representations made in its respective Subscription Agreement. Each of the Members hereby represents, warrants and covenants to the Manager and the Fund Company that: a(i) In the case of any entityEntity, it has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority to enter into and to perform this Agreement in accordance with its terms or (ii) in the case of an individual, he or she has the full legal capacity to enter into and to perform this Agreement in accordance with its terms; b(ii) This Agreement is a legal, valid and binding obligation of that such Member, enforceable against that such Member in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights, and subject, as to enforceability, to the effect of general principles of equity; c(iii) Its Interest is being acquired for its own account, for investment and not with a view to the distribution or resalesale thereof, subject, however, to any requirement of law that the disposition of its property will shall at all times be within its control; d(iv) It is an “accredited investor” (as defined in rule 501 of the Securities Act), and if required, is also a “qualified purchaser” (within the meaning of Section 2(a)(51)(A) of the Investment Company Act)Accredited Investor; e(v) It is not a participant-directed defined contribution plan; f(vi) It is not an “investment company” registered under the Investment Company Act; g(vii) If it is a “benefit plan investor” under Section 3(42) of ERISA, it has identified itself as the same in writing to the Manager, its purchase and holding of its Interest is permissible under the documents governing the investment of its assets and under ERISA and the Code; h(viii) It will conduct its business and affairs (including its investment activities) in a manner such that it will be able to honor its obligations under this Agreement; i(ix) It understands and acknowledges that the investments contemplated by the Fund Company involve a high degree of risk. The Member, or its management, has substantial experience in evaluating and investing in Portfolio Company Securities real estate and real estate related assets and is capable of evaluating the merits and risks of its investments and has the capacity to protect its own interests. The Member, by reason of its, or its management’s, business or financial experience, has the capacity to protect its own interests in connection with proposed investments. The Member has sufficient resources to bear the economic risk of any investments made, including any diminution in valuevalue thereof, and will shall solely bear the economic risk of any investment; j(x) It has undertaken its own independent investigation, and formed its own independent business judgment, based on its own conclusions, as to the merits of the Portfolio Company Securities Assets and investing in the FundCompany. The Member is not relying and has not relied on the Manager, the Organizer Manager or any of their Affiliates for any evaluation or other investment advice in respect of the Portfolio Company Securities Asset or the advisability of investing in the Fund Company and has had all questions answered and requests fulfilled that the Member has deemed to be material to the Member’s decision to invest in the FundCompany. k) It understands that the Portfolio Company Securities may not be purchased from the Portfolio Company directly or an independent third-party and that such Portfolio Company Securities may be purchased from an Affiliate of the Manager. Such Affiliate will not sell the Fund the Portfolio Company Securities and the costs to the Affiliate, but rather will include additional fees, including those related to sourcing the Portfolio Company Securities. l(xi) It has had the opportunity to consult with legal counsel of its choice and has read and understands this Agreement and the Subscription Agreement and the FundCompany’s confidential private placement memorandumMemorandum and the Supplement.

Representations and Warranties of the Members. Each Member is fully aware that (i) the Fund and the Manager are Company is relying upon the exemption from registration provided by Section 4(a)(2) of the 1933 Act and specifically the exemption set forth in Rule 506(b) of Regulation D promulgated thereunder, and (ii) the Fund Company will not register as an investment company under the Investment Company Act, by reason of the provisions of Section 3(c)(1) or 3(c)(7thereof that exclude from the definition of “investment company” any issuer that is beneficially owned by not more than one hundred (100) investors and that is not making a public offering of that Act, and the Fund must comply with certain requirements to rely on those Sectionsits securities. Each Member also is fully aware that the Fund and the Manager are Company is relying upon the truth and accuracy of the following representations by each of the Members and in the representations made in its respective Subscription Agreement. Each of the Members hereby represents, warrants and covenants to the Manager and the Fund Company that: (a) In the case of any entity, it It has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority to enter into and to perform this Agreement in accordance with its terms or (ii) in the case of an individual, he or she has the full legal capacity to enter into and to perform this Agreement in accordance with its terms; (b) This Agreement is a legal, valid and binding obligation of that such Member, enforceable against that such Member in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights, and subject, as to enforceability, to the effect of general principles of equity; (c) Its Interest in the Company is being acquired for its own account, for investment and not with a view to the distribution or resalesale thereof, subject, however, to any requirement of law that the disposition of its property will shall at all times be within its control; (d) It is an “accredited investor” (as defined in rule 501 of the Securities Act), and if required, is also a “qualified purchaser” (within the meaning of Section 2(a)(51)(A) of the Investment Company Act)Accredited Investor; (e) It is a Qualified Client; (f) It is not a participant-directed defined contribution plan; f(g) It is not (i) an “investment company” registered under the Investment Company Act, (ii) a “business development company”, as defined in Section 202(a)(22) of the Investment Advisers Act, or (iii) a foreign investment company that is not required to register as an “investment company” under the Investment Company Act, pursuant to Section 7(d) thereunder; g(h) If it is a “benefit plan investor” under Section 3(42) of ERISA, it has identified itself as the same in writing to the ManagerCompany, its purchase and holding of its Interest is permissible under the documents governing the investment of its assets and under ERISA and the Code; h(i) It will conduct its business and affairs (including its investment activities) in a manner such that it will be able to honor its obligations under this Agreement; i(j) It understands and acknowledges that the investments contemplated by the Fund Company involve a high degree of risk. The Member, or its management, has substantial experience in evaluating and investing in Portfolio Company Securities securities and is capable of evaluating the merits and risks of its investments and has the capacity to protect its own interests. The Member, by reason of its, or its management’s, business or financial experience, has the capacity to protect its own interests in connection with proposed investments. The Member has sufficient resources to bear the economic risk of any investments made, including any diminution in valuevalue thereof, and will shall solely bear the economic risk of any investment;; and j(k) It has undertaken its own independent investigation, and formed its own independent business judgment, based on its own conclusions, as to the merits of the Portfolio Company Securities and investing in the FundCompany. The Member is not relying and has not relied on the Manager, the Organizer Manager or any of their its Affiliates for any evaluation or other investment advice in respect of the Portfolio Company Securities or the advisability of investing in the Fund and has had all questions answered and requests fulfilled that the Member has deemed to be material to the Member’s decision to invest in the FundCompany. k) It understands that the Portfolio Company Securities may not be purchased from the Portfolio Company directly or an independent third-party and that such Portfolio Company Securities may be purchased from an Affiliate of the Manager. Such Affiliate will not sell the Fund the Portfolio Company Securities and the costs to the Affiliate, but rather will include additional fees, including those related to sourcing the Portfolio Company Securities. l) It has had the opportunity to consult with legal counsel of its choice and has read and understands this Agreement and the Subscription Agreement and the Fund’s confidential private placement memorandum.

Representations and Warranties of the Members. Each Member is fully aware that (i) the Fund Company and the Manager are relying upon the exemption from registration provided by Section 4(a)(2) of the 1933 Act and specifically the exemption set forth in Rule 506(c) of Regulation D promulgated thereunder, and (ii) the Fund Company will not register as an investment company under the Investment Company Act, by reason of the provisions of Section 3(c)(1) or 3(c)(7thereof that exclude from the definition of `investment company` any issuer that is beneficially owned by not more than one hundred (100) investors and that has not made and does not presently propose to make a public offering of that Act, and its securities. Each Series of the Fund must comply with certain requirements to rely on those Sectionsis considered a different issuer. Each Member also is fully aware that the Fund Company and the Manager are relying upon the truth and accuracy of the following representations by each of the Members and in the representations made in its respective Subscription Agreement. Each of the Members hereby represents, warrants and covenants to the Manager and the Fund Company that: (a) In the case of any entity, it has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority to enter into and to perform this Agreement in accordance with its terms or (ii) in the case of an individual, he or she has the full legal capacity to enter into and to perform this Agreement in accordance with its terms; (b) This this Agreement is a legal, valid and binding obligation of that such Member, enforceable against that such Member in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights, and subject, as to enforceability, to the effect of general principles of equity; (c) Its its Interest in the Company is being acquired for its own account, for investment and not with a view to the distribution or resalesale thereof, subject, however, to any requirement of law that the disposition of its property will shall at all times be within its control; (d) It it is an “accredited investor” (as defined in rule 501 of the Securities Act), and if required, is also a “qualified purchaser” (within the meaning of Section 2(a)(51)(A) of the Investment Company Act)Accredited Investor; (e) It it is not a participant-directed defined contribution plan; (f) It it is not (i) an “`investment company” ` registered under the Investment Company Act, (ii) a `business development company`, as defined in Section 202(a)(22) of the Investment Advisers Act, or (iii) a foreign investment company that is not required to register as an `investment company` under the Investment Company Act, pursuant to Section 7(d) thereunder; (g) If if it is a “`benefit plan investor” ` under Section 3(42) of ERISA, it has identified itself as the same in writing to the Manager, its purchase and holding of its Interest is permissible under the documents governing the investment of its assets and under ERISA and the Code; (h) It it will conduct its business and affairs (including its investment activities) in a manner such that it will be able to honor its obligations under this Agreement; (i) It it understands and acknowledges that the investments contemplated by the Fund Company involve a high degree of risk. The Member, or its management, has substantial experience in evaluating and investing in Portfolio Company Securities securities and is capable of evaluating the merits and risks of its investments and has the capacity to protect its own interests. The Member, by reason of its, or its management’s, business or financial experience, has the capacity to protect its own interests in connection with proposed investments. The Member has sufficient resources to bear the economic risk of any investments made, including any diminution in valuevalue thereof, and will shall solely bear the economic risk of any investment;; and (j) It it has undertaken its own independent investigation, and formed its own independent business judgment, based on its own conclusions, as to the merits of the Portfolio Company Securities and investing in the FundCompany. The Member is not relying and has not relied on the Manager, the Organizer Manager or any of their Affiliates its affiliates for any evaluation or other investment advice in respect of the Portfolio Company Securities or the advisability of investing in the Fund and has had all questions answered and requests fulfilled that the Member has deemed to be material to the Member’s decision to invest in the FundCompany. k) It understands that the Portfolio Company Securities may not be purchased from the Portfolio Company directly or an independent third-party and that such Portfolio Company Securities may be purchased from an Affiliate of the Manager. Such Affiliate will not sell the Fund the Portfolio Company Securities and the costs to the Affiliate, but rather will include additional fees, including those related to sourcing the Portfolio Company Securities. l) It has had the opportunity to consult with legal counsel of its choice and has read and understands this Agreement and the Subscription Agreement and the Fund’s confidential private placement memorandum.

Representations and Warranties of the Members. Each Member is fully aware hereby represents and warrants to the Company and each other Member that such Member (i) has acquired its Interest for itself for investment purposes only, and not with a view to any resale or distribution of such Interest, except that Investor Member intends to assign its Interest to the Fund REIT Subsidiary prior to the Closing (ii) has been advised and understands that such Interest has not been and will not be registered under the Manager are relying upon Securities and Exchange Act of 1933, as amended (the exemption “Securities Act”), or any applicable state securities laws and, therefore, cannot be resold unless such Interest is registered under the Securities Act and all applicable state securities laws, or unless exemptions from registration provided by Section 4(a)(2) of the 1933 Act and Regulation D promulgated thereunderare available, and (iiiii) the Fund will not register has, either alone or with its “purchaser representatives” as an investment company that term is defined in Rule 501(h) under the Investment Company Securities Act, by reason such knowledge and experience in financial and business matters that it is capable of evaluating the provisions merits and risks of Section 3(c)(1) or 3(c)(7) of that Act, and its investment in the Fund must comply with certain requirements to rely on those SectionsCompany. Each Member also is fully aware that further represents and warrants to the Fund Company and the Manager are relying upon the truth and accuracy each other Member that, as of the following representations by each signing of the Members and in the representations made in its respective Subscription this Agreement. Each of the Members hereby represents, warrants and covenants to the Manager and the Fund that: a) In the case of any entity11.10.1 It is duly organized, it has been duly formed and is validly existing and in good standing under the laws of its the jurisdiction where it purports to be organized; 11.10.2 It is a United States person (as defined in § 7701(a) of organization with the Code); 11.10.3 It has full power and authority to enter into and to perform this Agreement; 11.10.4 All actions necessary to authorize the signing and delivery of this Agreement, and the performance of obligations under it, have been duly taken; 11.10.5 This Agreement in accordance with its terms has been duly signed and delivered by a duly authorized officer or other representative of such Member (ii) in the case of if such Member is not an individual, he or she has ) and constitutes the full legal capacity to enter into and to perform this Agreement in accordance with its terms; b) This Agreement is a legal, valid and binding obligation of that Member, such Member enforceable against that Member in accordance with its terms, subject to the effect of any terms (except as such enforceability may be affected by applicable bankruptcy, insolvency, reorganization insolvency or other similar laws affecting creditors’ rightsrights generally, and subject, as to enforceability, to the effect of general principles of equity; c) Its Interest is being acquired for its own account, for investment and not with a view to the distribution or resale, subject, however, to any requirement of law except that the disposition availability of its property will at all times be within its control; d) It equitable remedies is an “accredited investor” (as defined in rule 501 of the Securities Act), and if required, is also a “qualified purchaser” (within the meaning of Section 2(a)(51)(A) of the Investment Company Actsubject to judicial discretion); e) It 11.10.6 No consent or approval of any other Person is required in connection with the signing, delivery and performance of this Agreement by such Member; and 11.10.7 The signing, delivery and performance of this Agreement does not a participant-directed defined contribution plan; f) It violate the organizational documents of such Member (if such Member is not an “investment company” registered under the Investment Company Act; gindividual) If or any material agreement to which such Member is a party or by which it is a “benefit plan investor” under Section 3(42) of ERISAbound. In addition, it has identified itself as the same in writing Manager Member represents and warrants to the ManagerCompany and to Investor Member that, its purchase as of the signing of this Agreement, (a) Manager Member has delivered or made available to Investor Member all Due Diligence Materials and holding of its Interest is permissible under the documents governing the investment of its assets all other instruments, documents, papers and under ERISA and the Code; h) It will conduct its business and affairs reports (including its investment activitiesall reports relating to the physical condition of the Properties) delivered or made available by the Seller to Manager Member, (b) Manager Member has delivered to Investor Member a true, correct and complete copy of the Purchase Agreement and that Manager Member is not in a manner that it will be able to honor default of any of its obligations under this the Purchase Agreement; i) It understands and acknowledges that the investments contemplated by the Fund involve a high degree of risk. The Member, or its management, has substantial experience in evaluating and investing in Portfolio Company Securities and is capable of evaluating the merits and risks of its investments and has the capacity to protect its own interests. The Member, by reason of its, or its management’s, business or financial experience, has the capacity to protect its own interests in connection with proposed investments. The Member has sufficient resources to bear the economic risk of any investments made, including any diminution in value, and will solely bear (c) the economic risk Company and all of any investment; jthe Subtier Entities are Delaware limited liability companies that have been duly formed under the laws of Delaware, (b) It has undertaken its own independent investigationthe Company is the sole member in Holding Company and Holding Company is member operated, Holding Company is the sole member in Mezz B Borrower and Mezz B Borrower is member operated , Mezz B Borrower is the sole member in Mezz A Borrower and Mezz A Borrower is member operated, and formed its own independent business judgment, based on its own conclusions, as to Mezz A Borrower is the merits of the Portfolio Company Securities sole member in Property Owner and investing in the Fund. The Member Property Owner is not relying and has not relied on the Manager, the Organizer or any of their Affiliates for any evaluation or other investment advice in respect of the Portfolio Company Securities or the advisability of investing in the Fund and has had all questions answered and requests fulfilled that the Member has deemed to be material to the Member’s decision to invest in the Fundmember operated. k) It understands that the Portfolio Company Securities may not be purchased from the Portfolio Company directly or an independent third-party and that such Portfolio Company Securities may be purchased from an Affiliate of the Manager. Such Affiliate will not sell the Fund the Portfolio Company Securities and the costs to the Affiliate, but rather will include additional fees, including those related to sourcing the Portfolio Company Securities. l) It has had the opportunity to consult with legal counsel of its choice and has read and understands this Agreement and the Subscription Agreement and the Fund’s confidential private placement memorandum.

Representations and Warranties of the Members. Each Member is fully aware that (i) the Fund and the Manager are relying upon the exemption from registration provided by Section 4(a)(2) of the 1933 Act and Regulation D promulgated thereunder, and (ii) the Fund will not register as an investment company under the Investment Company Act, by reason of the provisions of Section 3(c)(1) or 3(c)(7) of that Actact, and (iii) the Fund must comply with certain requirements to rely on those Sectionslaws. Each Member also is fully aware that the Fund and the Manager are relying upon the truth and accuracy of the following representations by each of the Members and in the representations made in its each Member's respective Subscription Agreement. Each of the Members hereby represents, warrants and covenants to the Manager and the Fund that: (a) In the case of any entity, it the Member has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority to enter into and to perform this Agreement in accordance with its terms or (ii) or, in the case of an individual, he or she the Member has the full legal capacity to enter into and to perform this Agreement in accordance with its terms; (b) This Agreement is a legal, valid and binding obligation of that Member, enforceable against that Member in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights, and subject, as to enforceability, to the effect of general principles of equity; (c) Its The Member's Interest is being acquired for its own account, for investment and not with a view to the distribution or resale, subject, however, to any requirement of law that the disposition of its property will at all times be within its control; (d) It The Member is an “"accredited investor” " (as defined in rule Rule 501 of under the Securities Act), and and, if required, is also a “"qualified purchaser” " (within the meaning of as defined in Section 2(a)(51)(A) of the Investment Company Act); (e) It The Member is not a participant-directed defined contribution plan; (f) It The Member is not an “investment company” company registered under the Investment Company Act; (g) If it the Member is a “"benefit plan investor” under " as defined in Section 3(42) of ERISA, it the Member has identified itself as the same such in writing to the Manager, its the Member's purchase and holding of its Interest is permissible under the documents governing the investment of its assets and under ERISA and the Code; (h) It The Member will conduct its business and affairs (including its investment activities) in a manner that it will be able to honor its obligations under this Agreement; (i) It The Member understands and acknowledges that the investments contemplated by the Fund involve a high degree of risk. . (j) The Member, or in the case of an entity, its management, has substantial experience in evaluating and investing in Portfolio Company Securities Assets of the general type in which the Fund intends to invest or invests and is capable of evaluating the merits and risks of its investments and has the capacity to protect its own interests. The Member, by reason of its, or its management’s's, business or financial experience, has the capacity to protect its own interests in connection with proposed investments. The Member It has sufficient resources to bear the economic risk of any investments made, including any diminution in value, and will solely bear the economic risk of any investment; j(k) It The Member has undertaken its own independent investigation, and formed its own independent business judgment, based on its own conclusions, as to the merits of the Portfolio Company Securities Asset and investing in the Fund. The Member is not relying and has not relied on the Manager, the Organizer or any of their Affiliates for any evaluation or other investment advice in respect of the Portfolio Company Securities Asset or the advisability of investing in the Fund and has had all questions answered and requests fulfilled that the Member has deemed to be material to the Member’s 's decision to invest in the Fund. k) It understands that the Portfolio Company Securities may not be purchased from the Portfolio Company directly or an independent third-party and that such Portfolio Company Securities may be purchased from an Affiliate of the Manager. Such Affiliate will not sell the Fund the Portfolio Company Securities and the costs to the Affiliate, but rather will include additional fees, including those related to sourcing the Portfolio Company Securities. (l) It The Member has had the opportunity to consult with legal counsel of its choice and has read and understands this Agreement and the Subscription Agreement and the Fund’s 's confidential private placement memorandum.

Representations and Warranties of the Members. (a) Each Member is fully aware that represents and warrants (and, as set forth in clauses (vi) and (vii) below, covenants) to the Company and to each other Member as follows: (i) Such Member has all the Fund requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Member, and the Manager are relying upon the exemption from registration provided by Section 4(a)(2) consummation of the 1933 Act and Regulation D promulgated thereundertransactions contemplated hereby, and does not conflict with or contravene the provisions of its organizational documents or any agreement or instrument by which it or its properties are bound or any law, rule, regulation, order or decree to which it or its properties are subject. (ii) All acts and other proceedings required to be taken by such Member to authorize the Fund will not register as an investment company under execution, delivery and performance of this Agreement and the Investment Company Act, by reason consummation of the provisions of Section 3(c)(1transactions contemplated hereby have been duly and properly taken. (iii) or 3(c)(7) of that Act, and the Fund must comply with certain requirements to rely on those Sections. Each Member also is fully aware that the Fund and the Manager are relying upon the truth and accuracy of the following representations by each of the Members and in the representations made in its respective Subscription Agreement. Each of the Members hereby represents, warrants and covenants to the Manager and the Fund that: a) In the case of any entity, it This Agreement has been duly formed executed and delivered by such Member and constitutes the legal, valid and binding obligation of such Member, enforceable against such Member in accordance with its terms, except as may be limited by the Bankruptcy Act, insolvency and other similar laws and general equitable principles. (iv) Such Member has obtained all approvals and consents required to be obtained by it in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby from all Governmental Authorities having any approval rights with respect thereto, and all persons having consent rights. (v) Such Member is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization formation with full all requisite power and authority to enter into and to perform this Agreement and perform its obligations hereunder. (vi) Such Member shall comply in all material respects with, to the extent applicable, the Bank Secrecy Act, as amended by Section 352 of the USA PATRIOT Act. Such Member is subject to an anti-money laundering program reasonably designed to comply with such laws that include: (1) Anti-Money Laundering / “Know Your Customer” and “Enhanced Due Diligence” policies and procedures; (2) the designation of an Anti-Money Laundering Compliance Officer; (3) a Customer Identification Program reasonably designed to meet the requirements of applicable law and regulations; (4) reporting of suspicious activity to government authorities in accordance with its terms or applicable law and regulation; (ii5) in the case anti-money laundering training of an individual, he or she has the full legal capacity appropriate employees; (6) independent testing for compliance with such anti-money laundering program and applicable laws and regulations; (7) enhanced scrutiny with respect to enter into and to perform this Agreement in accordance with its terms; b) This Agreement is a legal, valid and binding obligation of that Member, enforceable against that Member in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights, and subject, as to enforceability, to the effect of general principles of equity; c) Its Interest is being acquired accounts held for its own account, for investment and not with a view to the distribution or resale, subject, however, to any requirement of law that the disposition of its property will at all times be within its control; d) It is an “accredited investor” senior political figures (as defined in rule 501 and set forth under Section 312 of the Securities USA PATRIOT Act)) reasonably designed to detect and report transactions that may involve proceeds of foreign corruption; and (8) policies and procedures reasonably designed to achieve compliance with economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. (vii) At all times, neither such Member, nor its officers, directors, direct investors nor, to such Member’s knowledge, indirect investors of such Member, will be a Prohibited Person for so long as such Member remains a Member. (viii) Such Member understands the risks of, and if required, is also a “qualified purchaser” (within the meaning of Section 2(a)(51)(A) of the Investment Company Act); e) It is not a participant-directed defined contribution plan; f) It is not an “investment company” registered under the Investment Company Act; g) If it is a “benefit plan investor” under Section 3(42) of ERISA, it has identified itself as the same in writing to the Managerother considerations relating to, its purchase and holding acquisition of its Interest is permissible under the documents governing the investment and, by reason of its assets and under ERISA and the Code; h) It will conduct its business and affairs (including financial experience, together with the business and financial experience of those persons, if any, retained by it to represent or advise it with respect to its investment activitiesin the Company, (A) has such knowledge, sophistication and experience in a manner financial and business matters and in making investment decisions of this type that it will be able to honor its obligations under this Agreement; i) It understands and acknowledges that the investments contemplated by the Fund involve a high degree of risk. The Member, or its management, has substantial experience in evaluating and investing in Portfolio Company Securities and is capable of evaluating the merits and risks of its investments an investment in the Company and has the capacity to protect of making an informed investment decision, (B) is capable of protecting its own interests. The Member, by reason interest or has engaged representatives or advisors to assist it in protecting its interests and (C) is capable of its, or its management’s, business or financial experience, has the capacity to protect its own interests in connection with proposed investments. The Member has sufficient resources to bear bearing the economic risk of such investment. (ix) Such Member (A) has consulted appropriate independent tax advisors and has been or is fully informed as to any investments maderelevant tax considerations relating to the specific circumstances of such Member arising out of the purchase and ownership of an interest in the Company, (B) has not relied or is not relying on any information (including any diminution tax information) provided by the CIM Member or the Company or any of its or their Affiliates in valuemaking a decision as to whether to make an investment in the Company and (C) is making the decision to become a Member relying solely upon, subject to the terms of Section 13.10 hereof, (1) this Agreement and (2) any independent investigations made by such Member. (b) Each Co-Investor Member represents, warrants and covenants to the CIM Member that: (i) No portion of the assets used by such Co-Investor Member in connection with the acquisition and holding of its interest in the Company, or otherwise in connection with the transactions contemplated hereunder, constitute, or will at any time during the term of the Company constitute, “plan assets” under the Plan Asset Regulation of any “benefit plan investor” (within the meaning of the Plan Asset Regulation). (ii) Such Co-Investor Member is acquiring its interest in the Company for investment, solely for its own account, with the intention of holding such interest for investment and not with a view to, or for resale in connection with, any distribution or public offering or resale of any portion of such interest within the meaning of the Securities Act of 1933 as amended from time to time (the “Securities Act”) or any other applicable federal or state securities law, rule or regulation (“Securities Laws”). (iii) Such Co-Investor Member acknowledges that it is aware that its interest in the Company has not been registered under the Securities Act or under any other Securities Law in reliance upon exemptions contained therein. Such Co-Investor Member understands and acknowledges that its representations and warranties contained herein are being relied upon by the Company and the Managing Member and the constituent owners of each of the foregoing as the basis for exemption of the issuance of interest in the Company from registration requirements of the Securities Act and other Securities Laws. Such Co-Investor Member acknowledges that the Company will not have and has no obligation to register any Interest in the Company under the Securities Act or other Securities Laws. (iv) Such Co-Investor Member and each investor in such Co-Investor Member (a) has had an opportunity to (1) ask questions of and receive answers concerning the terms and conditions hereof and the business of the Company and (2) obtain any additional information concerning the Company and any related material to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, and all such questions, if asked, have been answered satisfactorily and all such documents, if examined, have been found to be fully satisfactory, (b) is an “Accredited Investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act, (c) is a “qualified purchaser,” as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended, and the related rules promulgated thereunder, (d) is not investing as a result of, and did not hear or read of the opportunity to so invest through, any form of general solicitation or general advertising by the Company or any other person acting on its behalf, including, without limitation, (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast on television or radio or (2) any seminar or meeting whose attendees were invited by general solicitation or general advertising or as a result of, subsequent to or pursuant to any of the foregoing, and (e) is making the decision to become a Co-Investor Member or to become such an investor, as applicable, relying solely upon (1) this Agreement, (2) the organizational documents of the Subsidiaries of the Company and (3) any independent investigations made by such Person. (c) The CIM Member represents, warrants and covenants to each of the Co-Investor Members that, assuming that the representation of each Co-Investor Member set forth in Section 12.01(b) above is true and correct, the assets of the Company do not, and will solely bear not during the economic risk term of the Company, constitute “plan assets” under the Plan Asset Regulation. (d) The CIM Member represents and warrants to the Company and each of the Co-Investor Members that, as of the Effective Date, the Specified Representations (as defined in Schedule 6) are true and correct. (e) Each Member agrees to indemnify and hold harmless the Company, the other Members and their respective Affiliates, officers, directors, shareholders, principals, partners, members, controlling persons, employees, agents, successors and assigns from and against any investment; jand all claims, demands, loss, damage, liability, cost or expense (including reasonable attorneys’ fees) It has undertaken its own independent investigationwhich they may incur by reason of, or in connection with, any breach of the foregoing representations and warranties by such Member, and formed its own independent business judgment, based on its own conclusions, as to all such representations and warranties shall survive the merits execution and delivery of the Portfolio Company Securities and investing in the Fund. The Member is not relying and has not relied on the Manager, the Organizer or any of their Affiliates for any evaluation or other investment advice in respect of the Portfolio Company Securities or the advisability of investing in the Fund and has had all questions answered and requests fulfilled that the Member has deemed to be material to the Member’s decision to invest in the Fund. k) It understands that the Portfolio Company Securities may not be purchased from the Portfolio Company directly or an independent third-party and that such Portfolio Company Securities may be purchased from an Affiliate of the Manager. Such Affiliate will not sell the Fund the Portfolio Company Securities and the costs to the Affiliate, but rather will include additional fees, including those related to sourcing the Portfolio Company Securities. l) It has had the opportunity to consult with legal counsel of its choice and has read and understands this Agreement and the Subscription Agreement termination and dissolution of any Member and/or the FundCompany. However, for the avoidance of doubt, except to the extent any of the foregoing representations or warranties expressly includes a covenant to be maintained through a future date, each of the foregoing representations and warranties in this Article XII is made only as of the Effective Date and not as of any future date. (f) In addition to and without limiting the CIM Member’s confidential private placement memorandumobligations under Section 12.01(e) and notwithstanding anything to the contrary contained herein, the CIM Member agrees to indemnify and hold harmless the Company, the Property Owner, the other Members and their respective Affiliates, officers, directors, shareholders, principals, partners, members, controlling persons, employees, agents, successors and assigns from and against any and all claims, demands, losses, damages, Liabilities, costs or expenses (including reasonable attorneys’ fees) that arise out of and are attributable to the period prior to February 17, 2023 (excluding, in each case, Liabilities incurred prior to February 17, 2023 that were related to the Project and that are consistent with the Approved Business Plan).

Representations and Warranties of the Members. Each Member is fully aware hereby represents and warrants to the Company and each other Member that (i) the Fund following statements are true and the Manager are relying upon the exemption from registration provided by Section 4(a)(2) correct as of the 1933 Act Effective Date and Regulation D promulgated thereunder, shall be true and (ii) the Fund will not register as an investment company under the Investment Company Act, by reason of the provisions of Section 3(c)(1) or 3(c)(7) of correct at all times that Act, and the Fund must comply with certain requirements to rely on those Sections. Each such Member also is fully aware that the Fund and the Manager are relying upon the truth and accuracy of the following representations by each of the Members and in the representations made in its respective Subscription Agreement. Each of the Members hereby represents, warrants and covenants to the Manager and the Fund thata Member: (a) In the case of any entitysuch Member is duly incorporated, it has been duly organized, or formed and is (as applicable), validly existing existing, and in good standing under the laws Law of the jurisdiction of its incorporation, organization, or formation; if required by applicable Law, such Member is duly qualified and in good standing in the jurisdiction of its principal place of business, if different from its jurisdiction of organization with incorporation, organization, or formation; and such Member has full power and authority to enter into execute and deliver this Agreement and to perform its obligations hereunder, and all necessary actions by the board of directors, stockholders, managers, members, partners, trustees, beneficiaries, or other applicable Persons necessary for the due authorization, execution, delivery, and performance of this Agreement in accordance with its terms or by such Member have been duly taken; (iib) in such Member has duly executed and delivered this Agreement, the case of an individualRegistration Rights Agreement, he or she has and the full legal capacity to enter into and to perform other documents that this Agreement in accordance with its terms; b) This Agreement is a legalcontemplates that such Member will execute, and they each constitute the valid and binding obligation of that such Member, enforceable against that such Member in accordance with its terms, subject to the effect of any applicable their respective terms (except as may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights, Laws of general application and subject, as to enforceability, to by the effect of general principles of equity;, regardless of whether considered at Law or in equity); and 853984.14-WILSR01A - MSW (c) Its Interest is being acquired for its own accountsuch Member’s authorization, for investment execution, delivery, and performance of this Agreement does not with and will not (i) conflict with, or result in a view to breach, default, or violation of, or result in a default or the distribution creation of an Encumbrance, or resale, subject, however, give rise to any requirement right of law that the disposition termination, cancellation, or acceleration of its property will at all times be within its control; d) It is an “accredited investor” (as defined in rule 501 any of the Securities Act)terms, conditions, or provisions of (A) the organizational and if requiredgoverning documents of such Member, is also a “qualified purchaser” (within the meaning of Section 2(a)(51)(AB) of the Investment Company Act); e) It is not a participant-directed defined contribution plan; f) It is not an “investment company” registered under the Investment Company Act; g) If it any contract or agreement to which such Member is a “benefit plan investor” under Section 3(42) of ERISA, party or by which it has identified itself as the same in writing to the Manager, its purchase and holding of its Interest is permissible under the documents governing the investment of or its assets and under ERISA and the Code; h) It will conduct its business and affairs (including its investment activities) in a manner that it will be able to honor its obligations under this Agreement; i) It understands and acknowledges that the investments contemplated by the Fund involve a high degree of risk. The Memberare bound, or its management(C) any Law, has substantial experience in evaluating and investing in Portfolio Company Securities and is capable of evaluating the merits and risks of its investments and has the capacity to protect its own interests. The Memberorder, by reason of itsjudgment, decree, writ, injunction, or its management’s, business or financial experience, has the capacity arbitral award to protect its own interests in connection with proposed investments. The Member has sufficient resources to bear the economic risk of any investments made, including any diminution in value, and will solely bear the economic risk of any investment; j) It has undertaken its own independent investigation, and formed its own independent business judgment, based on its own conclusions, as to the merits of the Portfolio Company Securities and investing in the Fund. The which such Member is not relying and has not relied on the Managersubject; or (ii) require any consent, the Organizer approval, or authorization from, filing or registration with, or notice to, any of their Affiliates for any evaluation Governmental Authority or other investment advice in respect of the Portfolio Company Securities or the advisability of investing in the Fund and Person, unless such requirement has had all questions answered and requests fulfilled that the Member has deemed to be material to the Member’s decision to invest in the Fundalready been satisfied. k) It understands that the Portfolio Company Securities may not be purchased from the Portfolio Company directly or an independent third-party and that such Portfolio Company Securities may be purchased from an Affiliate of the Manager. Such Affiliate will not sell the Fund the Portfolio Company Securities and the costs to the Affiliate, but rather will include additional fees, including those related to sourcing the Portfolio Company Securities. l) It has had the opportunity to consult with legal counsel of its choice and has read and understands this Agreement and the Subscription Agreement and the Fund’s confidential private placement memorandum.

Representations and Warranties of the Members. Each Member is fully aware that (i) the Fund and the Manager are relying upon the exemption from registration provided by Section 4(a)(2) of the 1933 Act and Regulation D promulgated thereunder, and (ii) the Fund will not register as an investment company under the Investment Company Act, by reason of the provisions of Section 3(c)(1) or 3(c)(7) of that Act, and the Fund must comply with certain requirements to rely on those Sections. Each Member also is fully aware that the Fund and the Manager are relying upon the truth and accuracy of the following representations by each of the Members and in the representations made in its respective Subscription Agreement. Each of the Members hereby represents, warrants and covenants to the Manager and the Fund that: (a) In the case of any entity, it has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority to enter into and to perform this Agreement in accordance with its terms or (ii) in the case of an individual, he or she has the full legal capacity to enter into and to perform this Agreement in accordance with its terms; (b) This Agreement is a legal, valid and binding obligation of that Member, enforceable against that Member in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights, and subject, as to enforceability, to the effect of general principles of equity; (c) Its Interest is being acquired for its own account, for investment and not with a view to the distribution or resale, subject, however, to any requirement of law that the disposition of its property will at all times be within its control; (d) It is an “"accredited investor” " (as defined in rule 501 of the Securities Act), and if required, is also a “"qualified purchaser” " (within the meaning of Section 2(a)(51)(A) of the Investment Company Act); (e) It is not a participant-directed defined contribution plan; (f) It is not an “"investment company” " registered under the Investment Company Act; (g) If it is a “"benefit plan investor” " under Section 3(42) of ERISA, it has identified itself as the same in writing to the Manager, its purchase and holding of its Interest is permissible under the documents governing the investment of its assets and under ERISA and the Code; (h) It will conduct its business and affairs (including its investment activities) in a manner that it will be able to honor its obligations under this Agreement; (i) It understands and acknowledges that the investments contemplated by the Fund involve a high degree of risk. The Member, or its management, has substantial experience in evaluating and investing in Portfolio Company Securities and is capable of evaluating the merits and risks of its investments and has the capacity to protect its own interests. The Member, by reason of its, or its management’s's, business or financial experience, has the capacity to protect its own interests in connection with proposed investments. The Member has sufficient resources to bear the economic risk of any investments made, including any diminution in value, and will solely bear the economic risk of any investment; (j) It has undertaken its own independent investigation, and formed its own independent business judgment, based on its own conclusions, as to the merits of the Portfolio Company Securities and investing in the Fund. The Member is not relying and has not relied on the Manager, the Organizer or any of their Affiliates for any evaluation or other investment advice in respect of the Portfolio Company Securities or the advisability of investing in the Fund and has had all questions answered and requests fulfilled that the Member has deemed to be material to the Member’s 's decision to invest in the Fund. (k) It understands that the Portfolio Company Securities may not be purchased from the Portfolio Company directly or an independent third-party and that such Portfolio Company Securities may be purchased from an Affiliate of the Manager. Such Affiliate will not sell the Fund the Portfolio Company Securities and the costs to the Affiliate, but rather will include additional fees, including those related to sourcing the Portfolio Company Securities. l) It has had the opportunity to consult with legal counsel of its choice and has read and understands this Agreement and the Subscription Agreement and the Fund’s 's confidential private placement memorandum.