Common use of Submission of Orders; Right to Reject Orders Clause in Contracts

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer’s participation in any resales or transfers of the Units, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) If using DRS Settlement: (i) Payments for Units shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment Communities, Inc.” Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Units. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Units, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close; and (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company, which reserves the right to reject any subscription or order in its sole discretion for any or no reason. Subscriptions and orders not accompanied by the required instrument of payment for Units may be rejected. Issuance and delivery of a Unit will be made only after a sale of a Unit is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer’s 's participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) If using DRS Settlement: (i) Payments Until the minimum offering of 5,400,000 Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A.National Association, Escrow Agent for Preferred Apartment CommunitiesAmerican Realty Capital Properties, Inc.” During such time, Soliciting Dealer shall forward original checks for the purchase of Units Shares together with an original Subscription Agreement, completed, completed and executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . Notwithstanding anything else herein to the contrary, with respect to a purchase of Shares by a holder of interests in an entity holding an unsecured promissory note for indebtedness owed by ARC Income Properties, LLC or ARC Income Properties III, LLC, the Dealer Manager, with the prior written consent of the Company, may waive the requirement that subscription funds be made payable to “UMB Bank, National Association, Escrow Agent for American Realty Capital Properties, Inc.” and be deposited into the Escrow Account, provided that such purchaser of Shares executes and delivers to the Dealer Manager and the Company a letter of direction substantially in the form of Exhibit A to the Dealer Manager Agreement. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units Shares were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units Shares to the Escrow Agent by the end of the next business day Business Day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units Shares and Subscription Agreement to the Final Review Office by the end of the next business day Business Day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of UnitsShares. The Final Review Office will, by the end of the next business day Business Day following its receipt of the Subscription Agreement and check for the purchase of UnitsShares, forward both the Subscription Agreement and check for the purchase of Units Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten business days (10) Business Days from the date of rejection. As used Once the minimum offering of 5,400,000 Shares has been sold or in the event that the Dealer Manager waives the escrow requirements pursuant to this Section 5(b) above, payments for Shares shall be made payable to “American Realty Capital Properties, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions completed and executed by the subscriber as provided for in the State Subscription Agreement, to American Realty Capital Properties, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of New York are authorized $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves reserve the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units Shares may be rejected. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer’s 's participation in any resales or transfers of the UnitsCommon Shares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,090,000 in Common Shares has been sold, payments for Units Common Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., N.A. as Escrow Agent for Preferred Apartment CommunitiesUnited Realty Trust Incorporated”. During such time, Inc.” Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated initiated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . Once the minimum offering of $2,090,000 in Common Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Common Shares shall be made payable to “United Realty Trust Incorporated”. At such time, Soliciting Dealer shall forward original checks together with an original Subscription Agreement, executed and initialed by the subscriber as provided for in the Subscription Agreement, to United Realty Trust Incorporated, c/o DST Systems, Inc., at the address provided in the Subscription Agreement. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units Common Shares were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units Common Shares to the Escrow Agent or Company, as applicable, by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units Common Shares and the Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of UnitsCommon Shares. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of UnitsCommon Shares, forward both the Subscription Agreement and check for the purchase of Units Common Shares to the Escrow AgentAgent or Company, as applicable. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close; and. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or Company, as applicable, in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company, which reserves the right to reject any subscription or order in its sole discretion for any or no reason. Subscriptions and orders If Soliciting Dealer receives a check not accompanied by conforming to the required instrument subscription instructions, it shall return such check directly to such subscriber not later than the end of payment for Units may be rejectedthe next business day following its receipt. Issuance and delivery of a Unit Common Share will be made only after a sale of a Unit Common Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Feesdealer manager fees, the Dealer Manager shall have the right to offset amounts owned against future selling commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1000 if the purchase is made jointly by a husband and a wife through their separate XXX or other qualified accounts. With respect to Soliciting Dealer’s participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Xxxxx Fargo Bank, N.A.National Association, Escrow Agent for Preferred Apartment CommunitiesAmerican Realty Capital Trust II, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Xxxxx Fargo Bank, N.A. National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Unitscheck. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Unitscheck, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “American Realty Capital Trust II, Inc.” At such time, Soliciting Dealer shall forward each original check, together with each original Subscription Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions executed and initialed by the subscriber as provided for in the State Subscription Agreement, to American Realty Capital Trust II, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of New York are authorized $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves reserve the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units Shares may be rejected. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or commissions, Dealer Manager Fees or Platform Fees (as hereinafter defined) due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer’s 's participation in any resales or transfers of the Units, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) If using DRS Settlement: (i) Payments for Units shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment Communities, Inc.” Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Units. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Units, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York or the Commonwealth of Massachusetts are authorized or obligated by law or executive order to close; and. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company, which reserves the right to reject any subscription or order in its sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units may be rejected. Issuance and delivery of a Unit will be made only after a sale of a Unit is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer’s 's participation in any resales or transfers of the Units, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (c) If using DRS Settlement: (i) Payments for Units shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment Communities, Inc.” Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement;; and (ii) When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Units. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Units, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close; and (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company, which reserves the right to reject any subscription or order in its sole discretion for any or no reason. Subscriptions and orders not accompanied by the required instrument of payment for Units may be rejected. Issuance and delivery of a Unit will be made only after a sale of a Unit is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer’s participation in any resales or transfers of the Units, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) If using DRS Settlement: (i) Payments for Units shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., as Escrow Agent for Preferred Apartment Communities, Inc.CIM Commercial Trust Corporation.” Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Units. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Units, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close; and (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company, which reserves the right to reject any subscription or order in its sole discretion for any or no reason. Subscriptions and orders not accompanied by the required instrument of payment for Units may be rejected. Issuance and delivery of a Unit will be made only after a sale of a Unit is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).the

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares. With respect to Soliciting Dealer’s 's participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesAmerican Realty Capital Global Daily Net Asset Value Trust, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Unitscheck. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Unitscheck, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “American Realty Capital Global Daily Net Asset Value Trust, Inc.” At such time, Soliciting Dealer shall forward each original check, together with each original Subscription Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions executed and initialed by the subscriber as provided for in the State Subscription Agreement, to American Realty Capital Global Daily Net Asset Value Trust, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of New York are authorized $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves reserve the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units Shares may be rejected. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or commissions, Dealer Manager Fees or Platform Fees (as hereinafter defined) due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of 250 Shares for $2,500 or, unless prohibited by state law, a minimum of 10 Shares for $100 if the purchase is made jointly by a husband and a wife through their separate XXX or other qualified accounts. With respect to Soliciting Dealer’s participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Xxxxx Fargo Bank, N.A.National Association, Escrow Agent for Preferred Apartment CommunitiesAmerican Realty Capital Trust III, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Xxxxx Fargo Bank, N.A. National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Unitscheck. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Unitscheck, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “American Realty Capital Trust III, Inc.” At such time, Soliciting Dealer shall forward each original check, together with each original Subscription Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions executed and initialed by the subscriber as provided for in the State Subscription Agreement, to American Realty Capital Trust III, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of New York are authorized $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves reserve the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units Shares may be rejected. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of 250 Shares for $2,500 or, unless prohibited by state law, a minimum of 10 Shares for $100 if the purchase is made jointly by a husband and a wife through their separate XXX or other qualified accounts. With respect to Soliciting Dealer’s participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Xxxxx Fargo Bank, N.A.National Association, Escrow Agent for Preferred Apartment CommunitiesAmerican Realty Capital – Retail Centers of America, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Xxxxx Fargo Bank, N.A. National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Unitscheck. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Unitscheck, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “American Realty Capital – Retail Centers of America, Inc.” At such time, Soliciting Dealer shall forward each original check, together with each original Subscription Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions executed and initialed by the subscriber as provided for in the State Subscription Agreement, to American Realty Capital – Retail Centers of New York are authorized America, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves reserve the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units Shares may be rejected. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate IXX or other qualified accounts. With respect to Soliciting Dealer’s 's participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to FINRA Rule 2310. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesAmerican Realty Capital — Retail Centers of America II, Inc.” During such time, Soliciting Dealer shall forward original checks for the purchase of Units Shares together with an original Subscription Agreement, completed, executed and appropriately initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and the check for the purchase of Units Shares were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and such check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check for the purchase of Shares and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units Shares and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Unitssuch check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and the check for the purchase of UnitsShares, forward both the Subscription Agreement and such check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check for the purchase of Shares will be returned to the rejected subscriber within ten (10) business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “American Realty Capital — Retail Centers of America II, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, “business day” means any day other than a Saturdaycompleted, Sunday or a day on which banking institutions executed and appropriately initialed by the subscriber as provided for in the State Subscription Agreement, to American Realty Capital — Retail Centers of New York are authorized America II, Inc., c/o American National Stock Transfer, LLC, at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check in the full amount of the check issued to Soliciting Dealer made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders not accompanied by , including, without limitation, for failing to deliver the required instrument of payment for Units may be rejectedShares. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions Selling Commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions Selling Commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned owed against future commissions Selling Commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of 125 Shares for $2,500 or a minimum of 50 shares for $1,000 if the investor is purchasing through an IRA or other qualified account. With respect to Soliciting Dealer’s participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB LegacyTexas Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesUnited Development Funding Income Fund V”. During such time, Inc.” Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. LegacyTexas Bank (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Unitscheck. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Unitscheck, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the CompanyDealer Manager or the Trust, then the Subscription Agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “United Development Funding Income Fund V”. At such time, Soliciting Dealer shall forward original checks together with an original Subscription Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions executed and initialed by the subscriber as provided for in the State Subscription Agreement, to United Development Funding Income Fund V, c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of New York are authorized $250,000 or obligated by law more it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or executive order to close; andthe Trust in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyTrust, which reserves the right to reject any subscription or order in its sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units Shares may be rejected. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company Trust to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Feescommissions, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer’s participation in any resales or transfers of the UnitsCommon Shares as permitted under federal or state law, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) If using DRS Settlement: Until the minimum offering of 200,000 Common Shares (iexcluding Common Shares sold to New York, Tennessee and Pennsylvania investors) Payments has been sold, payments for Units Common Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesLightstone Real Estate Income Trust”. During such time, Inc.” Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated initiated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; . Once the minimum offering of 200,000 Common Shares (iiexcluding Common Shares sold to New York, Tennessee and Pennsylvania investors) has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Common Shares shall be made payable to “Lightstone Real Estate Income Trust”. At such time, Soliciting Dealer shall forward original checks together with an original Subscription Agreement, executed and initialed by the subscriber as provided for in the Subscription Agreement, to the Company at the address provided in the Subscription Agreement. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units Common Shares were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units Common Shares to the Escrow Agent or Company, as applicable, by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units Common Shares and the Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of UnitsCommon Shares. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of UnitsCommon Shares, forward both the Subscription Agreement and check for the purchase of Units Common Shares to the Escrow AgentAgent or Company, as applicable. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close; and. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or Company, as applicable, in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company, which reserves the right to reject any subscription or order in its sole discretion for any or no reason. Subscriptions and orders If Soliciting Dealer receives a check not accompanied by conforming to the required instrument subscription instructions, it shall return such check directly to such subscriber not later than the end of payment for Units may be rejectedthe next business day following its receipt. Issuance and delivery of a Unit Common Share will be made only after a sale of a Unit Common Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Feesdealer manager fees, the Dealer Manager shall have the right to offset amounts owned against future selling commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer’s participation in any resales or transfers of the UnitsmShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) If using DRS Settlement: (i) Payments for Units mShares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment Communities, Inc.” Soliciting Dealer shall forward original checks for the purchase of Units mShares together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units mShares were initially received by Soliciting Dealer from the subscriber Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units mShares to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units mShares and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of UnitsmShares. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of UnitsmShares, forward both the Subscription Agreement and check for the purchase of Units mShares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close; and (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company, which reserves the right to reject any subscription or order in its sole discretion for any or no reason. Subscriptions and orders not accompanied by the required instrument of payment for Units mShares may be rejected. Issuance and delivery of a Unit mShare will be made only after a sale of a Unit mShare is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees or other fees theretofore paid with respect to such order, and, if . If Soliciting Dealer fails to so return any such selling commissions or Dealer Manager FeesFees or other fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees or other fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate IXX or other qualified accounts. With respect to Soliciting Dealer’s 's participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesAmerican Realty Capital Trust V, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Units Shares together with an original Subscription Agreement, completed, executed and appropriately initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and the check for the purchase of Units Shares were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and such check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check for the purchase of Shares and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units Shares and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Unitssuch check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and the check for the purchase of UnitsShares, forward both the Subscription Agreement and such check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check for the purchase of Shares will be returned to the rejected subscriber within ten (10) business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “American Realty Capital Trust V, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, “business day” means any day other than a Saturdaycompleted, Sunday or a day on which banking institutions executed and appropriately initialed by the subscriber as provided for in the State Subscription Agreement, to American Realty Capital Trust V, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of New York are authorized $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check in the full amount of the check issued to Soliciting Dealer made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders not accompanied by , including, without limitation, for failing to deliver the required instrument of payment for Units may be rejectedShares. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions Selling Commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions Selling Commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned owed against future commissions Selling Commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for Units issued pursuant to the DRIP, Units may be sold only to investors who initially purchase a minimum of $5,000, or 500 Units, but investors who already own Units may make purchases for less than the minimum investment so long as such purchases are made in $1,000 increments. Larger subscriptions will be accepted in $1,000 increments (100 common units). With respect to Soliciting Dealer’s participation in any resales or transfers of the Units, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2310. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $1,000,000 in any combination of Class A Units and Class T Units has been sold, payments for Units shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent escrow agent for Preferred Apartment CommunitiesAtlas Growth Partners, Inc.L.P.” During such time, Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and appropriately initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. N.A., (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and the check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and such check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check for the purchase of Units and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, When Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Unitssuch check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and the check for the purchase of Units, forward both the Subscription Agreement and such check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the CompanyDealer Manager or the Partnership, then the Subscription Agreement and check for the purchase of Units will be promptly returned to the rejected subscriber within ten business days from subscriber. Once the date minimum offering of rejection. As used $1,000,000 in this any combination of Class A Units and Class T Units has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Units shall be made payable to “Atlas Growth Partners, L.P.” At such time, Soliciting Dealer shall forward each original check for the purchase of Units, together with each original Subscription Agreement, “business day” means any day other than a Saturdaycompleted, Sunday or a day on which banking institutions executed and appropriately initialed by the subscriber as provided for in the State Subscription Agreement, to Atlas Growth Partners, L.P., c/o , at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of New York are authorized $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check in the full amount of the check issued to Soliciting Dealer made payable to the Escrow Agent or executive order to close; andthe Partnership in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyPartnership or the Dealer Manager, each of which reserves the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders not accompanied by , including, without limitation, for failing to deliver the required instrument of payment for Units may be rejectedUnits. Issuance and delivery of a Unit will be made only after a sale of a Unit is deemed by the Company Partnership to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions Selling Commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions Selling Commissions or Dealer Manager Fees, the Dealer Manager Form of Soliciting Dealer Agreement 5 shall have the right to offset amounts owned owed against future commissions Selling Commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate IXX or other qualified accounts. With respect to Soliciting Dealer’s 's participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesAmerican Realty Capital Hospitality Trust, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Units Shares together with an original Subscription Agreement, completed, executed and appropriately initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and the check for the purchase of Units Shares were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and such check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check for the purchase of Shares and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units Shares and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Unitssuch check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and the check for the purchase of UnitsShares, forward both the Subscription Agreement and such check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check for the purchase of Shares will be returned to the rejected subscriber within ten (10) business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “American Realty Capital Hospitality Trust, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, “business day” means any day other than a Saturdaycompleted, Sunday or a day on which banking institutions executed and appropriately initialed by the subscriber as provided for in the State Subscription Agreement, to American Realty Capital Hospitality Trust, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of New York are authorized $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check in the full amount of the check issued to Soliciting Dealer made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders not accompanied by , including, without limitation, for failing to deliver the required instrument of payment for Units may be rejectedShares. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions Selling Commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions Selling Commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned owed against future commissions Selling Commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus, Units may be sold only to investors who initially purchase a minimum of $5,000 of Units. With respect to Soliciting Dealer’s 's participation in any resales or transfers of the Units, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Units has been sold, payments for Units shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesAmerican Energy Capital Partners, Inc.” LP”. During such time, Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and appropriately initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and the check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and such check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check for the purchase of Units and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Unitssuch check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and the check for the purchase of Units, forward both the Subscription Agreement and such check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check for the purchase of Units will be returned to the rejected subscriber within ten (10) business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Units has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Units shall be made payable to “American Energy Capital Partners, LP”. At such time, Soliciting Dealer shall forward each original check for the purchase of Units, together with each original Subscription Agreement, “business day” means any day other than a Saturdaycompleted, Sunday or a day on which banking institutions executed and appropriately initialed by the subscriber as provided for in the State Subscription Agreement, to American Energy Capital Partners, LP, c/o American National Stock Transfer, LLC, at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of New York are authorized $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check in the full amount of the check issued to Soliciting Dealer made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders not accompanied by , including, without limitation, for failing to deliver the required instrument of payment for Units may be rejectedUnits. Issuance and delivery of a Unit will be made only after a sale of a Unit is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions Selling Commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions Selling Commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned owed against future commissions Selling Commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of 250 Shares for $2,500 or, unless prohibited by state law, a minimum of 10 Shares for $100 if the purchase is made jointly by a husband and a wife through their separate XXX or other qualified accounts. With respect to Soliciting Dealer’s participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Xxxxx Fargo Bank, N.A.National Association, Escrow Agent for Preferred Apartment CommunitiesARC-Northcliffe Income Properties, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Xxxxx Fargo Bank, N.A. National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Unitscheck. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Unitscheck, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “ARC-Northcliffe Income Properties, Inc.” At such time, Soliciting Dealer shall forward each original check, together with each original Subscription Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions executed and initialed by the subscriber as provided for in the State Subscription Agreement, to ARC Northcliffe Income Properties, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of New York are authorized $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b) , as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves reserve the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units Shares may be rejected. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Participating Dealer such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share subscribed for, or such discounted purchase price per Share that may apply based upon the available discounts specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 in Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Primary Shares in the Offering shall be $500 per transaction. With respect to Soliciting Participating Dealer’s participation in any resales or transfers of the UnitsShares, Soliciting Participating Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS SettlementThose persons who purchase Shares will be instructed by the Participating Dealer to make their checks or other instruments of payment payable to “Xxxxx National REIT I, Inc.”, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus. Subscription Agreements and instruments of payment not conforming to the foregoing instructions shall be returned directly to the subscriber not later than the end of the second business day following receipt by the Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (i) Payments for Units shall be made by wire transfer When, pursuant to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment Communities, Inc.” Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) When Soliciting Dealer’s internal supervisory procedures are of the Participating Dealer, internal supervisory review is conducted at the site at which the Subscription Agreement and check for the purchase instrument of Units payment were initially received by Soliciting Dealer from the subscriber Soliciting subscriber, then the Participating Dealer shall will transmit the Subscription Agreement and check for the purchase instrument of Units to the Escrow Agent payment by the end of the next business day following receipt of the check Subscription Agreement and instrument of payment to the Company at the address provided in the Subscription Agreement. . (ii) When, pursuant to Soliciting the Participating Dealer’s internal supervisory procedures, Soliciting Participating Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Participating Dealer shall transmit the check for the purchase of Units and Subscription Agreement and instrument of payment to the Final Review Office by the end of the next business day following Soliciting the Participating Dealer’s receipt of the Subscription Agreement and check for the purchase instrument of Unitspayment. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase instrument of Unitspayment, forward both the Subscription Agreement and check for the purchase instrument of Units payment to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by Company at the Company, then address provided in the Subscription Agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close; and. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units may be rejected. If any Subscription Agreement solicited by Participating Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and instrument of payment will be returned to the rejected subscriber within 10 business days from the date of rejection. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) 1.4 of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Participating Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Participating Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Participating Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual State requirements as described in the Prospectus, Offered Shares may be sold only to investors who initially purchase a minimum of $5,000 in Class A shares or $100,000 in Class I shares (except for purchases of Class I shares through fee-based programs or wrap accounts, which are subject to a minimum purchase of $5,000). With respect to Soliciting Selected Dealer’s participation in any resales or transfers of the UnitsOffered Shares, Soliciting Selected Dealer agrees to comply with any applicable requirements set forth in Section 23 and to fulfill the obligations pursuant to Rule 2310 of the FINRA Conduct Rules. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $1,200,000 in Offered Shares has been sold, payments for Units Offered Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A.N.A. as escrow agent for ICON Fund 16.” If the minimum amount has not been obtained prior to the one year anniversary of the initial Effective Date (the “Termination Date”), Escrow Agent for Preferred Apartment Communities, Inc.” Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) will, promptly following the Termination Date, but in no event more than thirty (30) days after the Termination Date, refund to each investor by check funds deposited in the escrow account, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each investor at the address provided in the list of investors. Promptly after receiving and accepting subscriptions for $1,200,000 in Offered Shares in the Offering, the Company will notify the Escrow Agent that shareholders will be admitted to the Company and the Escrow Agent will pay over promptly to the Company the amount of all of such investors’ subscription payments then on deposit, including interest earned thereon. The date upon which such admission of shareholders shall occur is hereinafter called the “Initial Closing Date.” Following the Initial Closing Date, subject to any continuing escrow obligations imposed by certain States, if any, as described in the Prospectus, checks shall be made payable to “ICON Fund 16.” (c) Selected Dealer shall promptly forward each fully completed and executed copy of the Subscription Agreement; , as signed by each investor and countersigned by a supervisory representative of Selected Dealer, together with the related subscription payment to: ICON Capital, LLC ICON Capital, LLC c/x XXX Xxxxxxx x/x XXX Xxxxxxx X.X. Xxx 000000 400 Xxxx 0xx Xxxxxx Xxxxxx Xxxx, XX 00000-0000 Kxxxxx Xxxx, XX 00000 Tel: (ii000) When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the 000-0000 Each Subscription Agreement and check for related subscription payment shall be forwarded by Selected Dealer to ICON Capital, LLC at the purchase address specified above no later than noon of Units were initially received the next business day after receipt from Selected Dealer’s customer by Soliciting any member of, or person associated with, Selected Dealer from the subscriber Soliciting Dealer shall transmit the of such payment, unless such Subscription Agreement and check payment are first forwarded to another of Selected Dealer’s offices for internal supervisory review (which shall take place within the purchase of Units aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the Escrow Agent address listed above no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following Selected Dealer’s receipt of such check. Each subscription so received by the Company will be subject to acceptance or rejection by it by the end of the next business day following receipt of the check and Subscription Agreementon which it is received. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement Prior to the Final Review Office Initial Closing Date, each such subscription payment received and accepted by the Company will be transmitted, as soon as practicable, but in any event by the end of the next second business day following Soliciting Dealerreceipt thereof, to the Escrow Agent for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, which shall be an escrow account in the name of Escrow Agent pending the receipt of subscriptions for an aggregate of $1,200,000 in Offered Shares and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by the Company. The Dealer Manager will return directly to Selected Dealer any Subscription Agreement that is not accepted by the Company together with the related subscription payment within two business days of Dealer Manager’s receipt of the Subscription Agreement same for Selected Dealer’s prompt return of same to its customer. Unless and check for the purchase of Unitsuntil an event requiring a refund occurs, an investor will have no right to withdraw his or her subscription payment from escrow. The Final Review Office willCompany has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as an investor any person for any reason whatsoever or no reason. Following the Initial Closing Date, the Company will continue to accept subscriptions for additional Offered Shares during the remainder of the Offering Period and to admit as shareholders investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Company, with the anticipation that Closing Dates subsequent to the Initial Closing Date will occur as frequently as weekly, but not less frequently than twice each month, following the Initial Closing Date and promptly following the end of the next business day following its receipt Offering Period or earlier termination of the Subscription Agreement and check for the purchase of Units, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close; and (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed ordersOffering. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company, which reserves the right to reject any subscription or order in its sole discretion for any or no reason. Subscriptions and orders not accompanied by the required instrument of payment for Units may be rejected. Issuance and delivery of a Unit will be made only after a sale of a Unit is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer’s participation in any resales or transfers of the Units, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) If using DRS Direct Settlement: (i) Payments for Units shall be made by wire transfer to : When settling a purchase directly with the Escrow Agent (as defined below) or checks payable to “UMB BankCompany, N.A., Escrow Agent for Preferred Apartment Communities, Inc.” Soliciting Dealer shall forward original checks for the purchase of Units together with an original investor’s completed and executed Subscription Agreement, completedtogether with his or her subscription amount, executed and initialed where indicated by should be sent to the subscriber as provided for in address listed below. The subscription amount should be paid through a certified check or personal check payable to the order of “GWG Holdings, Inc.—Subscription Account” (or wire sent to the Subscription AgreementAccount). In lieu of paying by check, the subscription amount may be wired to UMB Bankthe account referenced below. GWG Holdings, N.A. (the “Escrow Agent”) at the address provided in the Inc. 000 Xxxxx Xx. Xxxx Xxxxxx, Suite 2650 Dallas, TX, 75201 Wire Instructions GWG Holdings, Inc. — Subscription Agreement;Account Account: 500023916 Routing: 000000000 Bank Name: Xxxx Bank Xxxxxxx Equity, LLC Soliciting Dealer Agreement 4 (iic) When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent Company by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Units. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Units, forward both the Subscription Agreement and check for the purchase of Units to the Escrow AgentCompany. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Company, then the Subscription Agreement and check will be promptly returned to the rejected subscriber within ten business days from the date of rejectionsubscriber. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close; and. (cd) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders.. In this regard, Soliciting Dealer must have the ability and consent to allow investors to purchase the Units in the Offering and settle such purchase through DTC. Soliciting Dealer must utilize a participant in the DTC system. In such a case, a person desiring to purchase through DTC can place an order for the purchase of Units through Soliciting Dealer. Soliciting Dealer using this service will have an account with a DTC participant in which the investor’s funds will be placed to facilitate investor’s purchase in the Offering. Orders will be executed by Soliciting Dealer electronically and investors must coordinate with Soliciting Dealer’s registered representative to pay the full purchase price for the Units by the trade date. Soliciting Dealer will place the order through DTC at the public offering price of $1,000 less sales commission as defined below: 2 years 3.25 % $ 967.50 3 years 4.25 % $ 957.50 5 years 4.90 % $ 951.00 7 years 5.00 % $ 950.00 * Offering price minus sales commission Soliciting Dealer may submit an indication of interest for a sale of Units by the order date, communicated on a monthly basis, which must be followed by an order. The final settlement date will be the date on which investor’s purchase is accepted and consummated, which is anticipated to occur on a monthly basis. Investors will be credited with ownership of Units on the settlement date. Investor’s purchase price for the Units purchased in this way will not be held in escrow. Xxxxxxx Equity, LLC Soliciting Dealer Agreement 5 (de) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company, which reserves the right to reject reject, in whole or in part, any subscription or order in its sole discretion for any or no reason. Subscriptions and orders not accompanied by the required instrument of payment for Units may be rejected. Issuance and delivery of a Unit will be made only after a sale of a Unit is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of 125 Shares for $2,500 or a minimum of 50 shares for $1,000 if the investor is purchasing through an XXX or other qualified account. With respect to Soliciting Dealer’s participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $1,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB LegacyTexas Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesUnited Development Funding IV”. During such time, Inc.” Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. LegacyTexas Bank (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Unitscheck. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Unitscheck, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the CompanyDealer Manager or the Trust, then the Subscription Agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. As used Once the minimum offering of $1,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “United Development Funding IV”. At such time, Soliciting Dealer shall forward original checks together with an original Subscription Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions executed and initialed by the subscriber as provided for in the State Subscription Agreement, to United Development Funding IV, c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of New York are authorized $250,000 or obligated by law more it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or executive order to close; andthe Trust in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyTrust or the Dealer Manager, each of which reserves reserve the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units Shares may be rejected. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company Trust to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Feescommissions, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1000 if the purchase is made jointly by a husband and a wife through their separate XXX or other qualified accounts. With respect to Soliciting Dealer’s participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesAmerican Realty Capital Daily Net Asset Value Trust, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Unitscheck. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Unitscheck, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten thirty (30) business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “American Realty Capital Daily Net Asset Value Trust, Inc.” At such time, Soliciting Dealer shall forward each original check, together with each original Subscription Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions executed and initialed by the subscriber as provided for in the State Subscription Agreement, to American Realty Capital Daily Net Asset Value Trust, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of New York are authorized $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves reserve the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units Shares may be rejected. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or commissions, Dealer Manager Fees or Platform Fees (as hereinafter defined) due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer’s participation in any resales or transfers of the UnitsCommon Shares as permitted under federal or state law, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) If using DRS Settlement: Until the minimum offering of 200,000 Common Shares (iexcluding Common Shares sold to New York, Tennessee and Pennsylvania investors) Payments has been sold, payments for Units Common Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesLightstone III”. During such time, Inc.” Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated initiated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; . Once the minimum offering of 200,000 Common Shares (iiexcluding Common Shares sold to New York, Tennessee and Pennsylvania investors) has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Common Shares shall be made payable to “Lightstone III”. At such time, Soliciting Dealer shall forward original checks together with an original Subscription Agreement, executed and initialed by the subscriber as provided for in the Subscription Agreement, to the Company at the address provided in the Subscription Agreement. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units Common Shares were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units Common Shares to the Escrow Agent or Company, as applicable, by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units Common Shares and the Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of UnitsCommon Shares. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of UnitsCommon Shares, forward both the Subscription Agreement and check for the purchase of Units Common Shares to the Escrow AgentAgent or Company, as applicable. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close; and. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or Company, as applicable, in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company, which reserves the right to reject any subscription or order in its sole discretion for any or no reason. Subscriptions and orders If Soliciting Dealer receives a check not accompanied by conforming to the required instrument subscription instructions, it shall return such check directly to such subscriber not later than the end of payment for Units may be rejectedthe next business day following its receipt. Issuance and delivery of a Unit Common Share will be made only after a sale of a Unit Common Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Feesdealer manager fees, the Dealer Manager shall have the right to offset amounts owned against future selling commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus, Shares may be sold only to investors who initially purchase a minimum of 100 Shares for $1,000 or, unless prohibited by state law, a husband and wife may jointly contribute funds from their separate individual retirement accounts, or IRAs, provided that each such contribution is made in increments of $500. With respect to Soliciting Dealer’s participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,500,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB BankXxxxx Fargo Bank as agent for Business Development Corporation of America. During such time, N.A., Escrow Agent for Preferred Apartment Communities, Inc.” Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Xxxxx Fargo Bank, N.A. National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement; . If the minimum amount has not been obtained prior to the termination date, the Escrow Agent shall, promptly within a reasonable time following the termination date, but in no event more than thirty (ii30) days after the termination date, refund to each investor by check funds deposited in the Escrow Account, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each investor at the address provided in the list of investors. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Unitscheck. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Unitscheck, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. As used Once the minimum offering of $2,500,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “Business Development Corporation of America.” At such time, Soliciting Dealer shall forward original checks together with an original Subscription Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions executed and initialed by the subscriber as provided for in the State Subscription Agreement, to Business Development Corporation of New York are authorized America, c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or obligated by law more it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves reserve the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units Shares may be rejected. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Feescommissions, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate IXX or other qualified accounts. With respect to Soliciting Dealer’s 's participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to FINRA Rule 2310. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesAmerican Realty Capital Global Trust II, Inc.” During such time, Soliciting Dealer shall forward original checks for the purchase of Units Shares together with an original Subscription Agreement, completed, executed and appropriately initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and the check for the purchase of Units Shares were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and such check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check for the purchase of Shares and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units Shares and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Unitssuch check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and the check for the purchase of UnitsShares, forward both the Subscription Agreement and such check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check for the purchase of Shares will be returned to the rejected subscriber within ten (10) business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “American Realty Capital Global Trust II, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, “business day” means any day other than a Saturdaycompleted, Sunday or a day on which banking institutions executed and appropriately initialed by the subscriber as provided for in the State Subscription Agreement, to American Realty Capital Global Trust II, Inc., c/o American National Stock Transfer, LLC, at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of New York are authorized $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check in the full amount of the check issued to Soliciting Dealer made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders not accompanied by , including, without limitation, for failing to deliver the required instrument of payment for Units may be rejectedShares. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions Selling Commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions Selling Commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned owed against future commissions Selling Commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of 200 Shares for $2,000 or a minimum of 100 Shares for $1,000 if the investor is purchasing through an XXX or other qualified account, subject to certain state requirements as described in the Prospectus. With respect to Soliciting Dealer’s participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,500,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A.[_________], Escrow Agent for Preferred Apartment CommunitiesEmpire American REIT”. During such time, Inc.” Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. [________] (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Unitscheck. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Unitscheck, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the CompanyDealer Manager or the Trust, then the Subscription Agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. As used Once the minimum offering of $2,500,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “Empire American Realty Trust, Inc.” At such time, Soliciting Dealer shall forward original checks together with an original Subscription Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions executed and initialed by the subscriber as provided for in the State of New York are authorized or obligated by law or executive order Subscription Agreement, to close; andEmpire American Realty Trust, Inc., c/o [___________], at the address provided in the Subscription Agreement. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves reserve the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units Shares may be rejected. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Feescommissions, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus, Shares may be sold only to investors who initially purchase a minimum of 100 Shares for $1,000 or, unless prohibited by state law, a husband and wife may jointly contribute funds from their separate individual retirement accounts, or IRAs, provided that each such contribution is made in increments of $500. With respect to Soliciting Dealer’s participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,500,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB BankWxxxx Fargo Bank as agent for Business Development Corporation of America, N.A.Inc. During such time, Escrow Agent for Preferred Apartment Communities, Inc.” Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Wxxxx Fargo Bank, N.A. National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement; . If the minimum amount has not been obtained prior to the termination date, the Escrow Agent shall, promptly following the termination date, but in no event more than thirty (ii30) days after the termination date, refund to each investor by check funds deposited in the escrow account, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each Investor at the address provided in the list of investors. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Unitscheck. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Unitscheck, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. As used Once the minimum offering of $2,500,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “Business Development Corporation of America, Inc.” At such time, Soliciting Dealer shall forward original checks together with an original Subscription Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions executed and initialed by the subscriber as provided for in the State Subscription Agreement, to Business Development Corporation of New York are authorized America, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or obligated by law more it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves reserve the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units Shares may be rejected. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Feescommissions, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual State requirements as described in the Prospectus, Offered Shares may be sold only to investors who initially purchase a minimum of $5,000 in Offered Shares. With respect to Soliciting Selected Dealer’s participation in any resales or transfers of the UnitsOffered Shares, Soliciting Selected Dealer agrees to comply with any applicable requirements set forth in Section 23 and to fulfill the obligations pursuant to Rule 2310 of the FINRA Conduct Rules. (b) If using DRS Settlement: (i) Payments for Units Offered Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment Communities, Inc.CION Investment Corporation.” Soliciting Selected Dealer shall promptly forward original checks for the purchase each fully completed and executed copy of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, as signed by each investor and countersigned by a supervisory representative of Selected Dealer, together with the related subscription payment to: ICON Capital, LLC ICON Capital, LLC c/x XXX Xxxxxxx x/x XXX Xxxxxxx X.X. Xxx 000000 400 Xxxx 0xx Xxxxxx Xxxxxx Xxxx, XX 00000-0000 Kxxxxx Xxxx, XX 00000 Tel: (000) 000-0000 Each Subscription Agreement and related subscription payment shall be forwarded by Selected Dealer to UMB BankICON Capital, N.A. (the “Escrow Agent”) LLC at the address provided in the Subscription Agreement; (ii) When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end specified above no later than noon of the next business day following after receipt of the check and Subscription Agreement. When, pursuant to Soliciting from Selected Dealer’s customer by any member of, or person associated with, Selected Dealer of such payment, unless such Subscription Agreement and payment are first forwarded to another of Selected Dealer’s offices for internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location review (which shall take place within the “Final Review Office”aforementioned time period), Soliciting Dealer in which event such other office shall transmit the check for the purchase of Units complete its review and forward such Subscription Agreement and payment to the Final Review Office by the end address listed above no later than noon of the next business day following Soliciting Dealerafter its receipt thereof. Notwithstanding the foregoing, any investor’s receipt of the Subscription Agreement and check for the purchase of Units. The Final Review Office will, by the end of not properly completed as described above shall be promptly returned to such investor not later than the next business day following its Selected Dealer’s receipt of the Subscription Agreement and check for the purchase of Units, forward both the Subscription Agreement and check for the purchase of Units such check. The Dealer Manager will return directly to the Escrow Agent. If Selected Dealer any Subscription Agreement solicited that is not accepted by Soliciting the Company together with the related subscription payment within two business days of Dealer is rejected Manager’s receipt of same for Selected Dealer’s prompt return of same to its customer. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his or her subscription payment from escrow. The Company has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as an investor any person for any reason whatsoever or no reason. The Company will continue to accept subscriptions for additional Offered Shares during the remainder of the Offering Period and to admit as stockholders investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Company, then with the Subscription Agreement anticipation that Closing Dates will occur as frequently as weekly, but not less frequently than twice each month, and check will be returned to promptly following the rejected subscriber within ten business days from end of the date Offering Period or earlier termination of rejection. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close; andOffering. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves reserve the right to reject any subscription or order in its sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units Offered Shares may be rejected. Issuance and delivery of a Unit an Offered Share will be made only after a sale of a Unit an Offered Share is deemed by the Company to be completed in accordance with Section 3(c) 8.5 of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Selected Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore fees previously paid with respect to such order, order and, if Soliciting Selected Dealer fails to so return any such selling commissions or Dealer Manager Feescommissions, the Dealer Manager shall have the right to offset amounts owned owed against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Selected Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer’s participation in any resales or transfers of the Units, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) If using DRS Direct Settlement: (i) Payments for Units shall be made by wire transfer to : When settling a purchase directly with the Escrow Agent (as defined below) or checks payable to “UMB BankCompany, N.A., Escrow Agent for Preferred Apartment Communities, Inc.” Soliciting Dealer shall forward original checks for the purchase of Units together with an original investor’s completed and executed Subscription Agreement, completedtogether with his or her subscription amount, executed and initialed where indicated by shall be sent to the subscriber as provided for in address listed below. The subscription amount should be paid through a certified check or personal check payable to the order of “GWG Holdings, Inc.—Subscription Account” (or wire sent to the Subscription AgreementAccount). In lieu of paying by check, the subscription amount may be wired to UMB Bankthe account referenced below. GWG Holdings, N.A. (the “Escrow Agent”) at the address provided in the Inc. 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000 Wire Instructions GWG Holdings, Inc. — Subscription Agreement;Account Account: [●] Routing: [●] Bank Name: Xxxx State Bank & Trust Soliciting Dealer Agreement 4 (iic) When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent Company by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Units. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Units, forward both the Subscription Agreement and check for the purchase of Units to the Escrow AgentCompany. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Company, then the Subscription Agreement and check will be promptly returned to the rejected subscriber within ten business days from the date of rejectionsubscriber. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close; and. (cd) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders.. In this regard, Soliciting Dealer must have the ability and consent to allow investors to purchase the Units in the Offering and settle such purchase through DTC. Soliciting Dealer must utilize a participant in the DTC system. In such a case, a person desiring to purchase through DTC can place an order for the purchase of Units through Soliciting Dealer. Soliciting Dealer using this service will have an account with a DTC participant in which the investor’s funds will be placed to facilitate investor’s purchase in the Offering. Orders will be executed by Soliciting Dealer electronically and investors must coordinate with Soliciting Dealer’s registered representative to pay the full purchase price for the Units by the settlement date (i.e., the date on which the subscription agreement is accepted). Soliciting Dealer will place the order through DTC at the public offering price of $1,000 less sales commission as set forth below: L Bond Term Sales Commission Net Asset Value1 2 years 3.25 % $ 967.50 3 years 4.25 % $ 957.50 5 years 4.90 % $ 951.00 7 years 5.00 % $ 950.00 (d1) Offering price minus sales commission Soliciting Dealer may submit an indication of interest for a sale of Units by the [●] day of each month (i.e. the “order date”), which indication of interest must be followed by an order. The final settlement date will be the date on which investor’s purchase is accepted and consummated, which is anticipated to occur on a monthly basis. Investor will be credited with ownership of Units on the settlement date. Investor’s purchase price for the Units purchased in this way will not be held in escrow. Soliciting Dealer Agreement 5 (e) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company, which reserves the right to reject reject, in whole or in part, any subscription or order in its sole discretion for any or no reason. Subscriptions and orders not accompanied by the required instrument of payment for Units may be rejected. Issuance and delivery of a Unit will be made only after a sale of a Unit is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate IXX or other qualified accounts. With respect to Soliciting Dealer’s 's participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesARC Realty Finance Trust, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Units Shares together with an original Subscription Agreement, completed, executed and appropriately initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and the check for the purchase of Units Shares were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and such check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check for the purchase of Shares and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units Shares and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Unitssuch check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and the check for the purchase of UnitsShares, forward both the Subscription Agreement and such check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check for the purchase of Shares will be returned to the rejected subscriber within ten (10) business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “ARC Realty Finance Trust, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, “business day” means any day other than a Saturdaycompleted, Sunday or a day on which banking institutions executed and appropriately initialed by the subscriber as provided for in the State Subscription Agreement, to ARC Realty Finance Trust, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of New York are authorized $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check in the full amount of the check issued to Soliciting Dealer made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders not accompanied by , including, without limitation, for failing to deliver the required instrument of payment for Units may be rejectedShares. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions Selling Commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions Selling Commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned owed against future commissions Selling Commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of 250 Shares for $2,500 or, unless prohibited by state law, a minimum of 10 Shares for $100 if the purchase is made jointly by a husband and a wife through their separate XXX or other qualified accounts. With respect to Soliciting Dealer’s participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Xxxxx Fargo Bank, N.A.National Association, Escrow Agent for Preferred Apartment CommunitiesAmerican Realty Capital Healthcare Trust, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Xxxxx Fargo Bank, N.A. National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Unitscheck. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Unitscheck, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “American Realty Capital Healthcare Trust, Inc.” At such time, Soliciting Dealer shall forward each original check, together with each original Subscription Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions executed and initialed by the subscriber as provided for in the State Subscription Agreement, to American Realty Capital Healthcare Trust, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of New York are authorized $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves reserve the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units Shares may be rejected. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate IXX or other qualified accounts. With respect to Soliciting Dealer’s 's participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesPxxxxxxx Xxxxxx – ARC Grocery Center REIT II, Inc.” During such time, Soliciting Dealer shall forward original checks for the purchase of Units Shares together with an original Subscription Agreement, completed, executed and appropriately initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and the check for the purchase of Units Shares were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and such check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check for the purchase of Shares and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units Shares and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Unitssuch check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and the check for the purchase of UnitsShares, forward both the Subscription Agreement and such check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check for the purchase of Shares will be returned to the rejected subscriber within ten (10) business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “Pxxxxxxx Xxxxxx – ARC Grocery Center REIT II, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, “business day” means any day other than a Saturdaycompleted, Sunday or a day on which banking institutions executed and appropriately initialed by the subscriber as provided for in the State Subscription Agreement, to Pxxxxxxx Xxxxxx – ARC Grocery Center REIT II, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of New York are authorized $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check in the full amount of the check issued to Soliciting Dealer made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders not accompanied by , including, without limitation, for failing to deliver the required instrument of payment for Units may be rejectedShares. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions Selling Commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions Selling Commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned owed against future commissions Selling Commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Each person desiring to purchase Shares in the Primary Offering will be required to complete and execute a Subscription Agreement and to deliver to the Soliciting Dealer such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share subscribed for, or such discounted purchase price per Share that may apply based upon the available discounts specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser in the Primary Offering of $2,000 of Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Shares in the Primary Offering shall be $1,000 per transaction. With respect to Soliciting Dealer’s participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: Until such time as a minimum of $2,000,000 in subscription funds for Shares has been received from investors (i) Payments for Units shall the “Minimum Offering”), those persons who purchase Shares will be made instructed by wire transfer the Soliciting Dealer to the Escrow Agent (as defined below) make their checks or checks other instruments of payment payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesIndependence Mortgage Trust” or a reasonable contractor or abbreviation thereof. Thereafter, Inc.” those persons who purchase Shares will be instructed by the Soliciting Dealer to make their checks other instrument of payment payable to “Independence Mortgage Trust,” subject to any continuing escrow obligations imposed by certain states as described in the Prospectus. Subscription Agreements and instruments of payment not conforming to the foregoing instructions shall forward original checks for be returned directly to the purchase subscriber not later than the end of Units together with an original Subscription Agreement, completed, executed and initialed where indicated the second business day following receipt by the subscriber as provided Soliciting Dealer of such materials. Subscription Agreements and instruments of payment received by the Soliciting Dealer which conform to the foregoing instructions shall be transmitted for in deposit pursuant to one of the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement;following methods: (iii) When Soliciting Dealer’s When, pursuant to the internal supervisory procedures are of the Soliciting Dealer, internal supervisory review is conducted at the site at which the Subscription Agreement and check for the purchase instrument of Units payment were initially received by from the subscriber, then the Soliciting Dealer from the subscriber Soliciting Dealer shall will transmit the Subscription Agreement and check for the purchase instrument of Units to the Escrow Agent payment by the end of the next business day following receipt of the check Subscription Agreement and instrument of payment (i) prior to the satisfaction of the Minimum Offering, to the Escrow Agent, and (ii) following the satisfaction of the Minimum Offering, to Independence Mortgage Trust, Inc. at the address provided in the Subscription Agreement. . (ii) When, pursuant to the Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement and instrument of payment to the Final Review Office by the end of the next business day following the Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase instrument of Unitspayment. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase instrument of Unitspayment, forward both the Subscription Agreement and check for instrument of payment (i) prior to the purchase satisfaction of Units the Minimum Offering, to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by , and (ii) following the Companysatisfaction of the Minimum Offering, then to Independence Mortgage Trust, Inc. at the address provided in the Subscription Agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close; and. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves reserve the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units may be rejected. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and instrument of payment will be returned to the rejected subscriber within 10 business days from the date of rejection. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting DealerFinancial Intermediary’s participation in any resales or transfers of the UnitsPreferred Stock, Soliciting Dealer Financial Intermediary agrees to comply with any applicable requirements set forth in Section 2. (b) If using DRS Settlement: (i) Payments for Units Preferred Stock shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment Communities, Inc.” Soliciting Dealer Prospect Capital Corporation”. Financial Intermediary shall forward original checks for the purchase of Units Preferred Stock together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) When Soliciting DealerFinancial Intermediary’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were Preferred Stock was initially received by Soliciting Dealer Financial Intermediary from the subscriber Soliciting Dealer subscriber, Financial Intermediary shall transmit the Subscription Agreement and check for the purchase of Units Preferred Stock to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting DealerFinancial Intermediary’s internal supervisory procedures, Soliciting DealerFinancial Intermediary’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer Financial Intermediary shall transmit the check for the purchase of Units Preferred Stock and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting DealerFinancial Intermediary’s receipt of the Subscription Agreement and check for the purchase of UnitsPreferred Stock. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of UnitsPreferred Stock, forward both the Subscription Agreement and check for the purchase of Units Preferred Stock to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer Financial Intermediary is rejected by the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close; and (c) If using DTC Settlement, the Soliciting Dealer Financial Intermediary will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company, which reserves the right to reject any subscription or order in its sole discretion for any or no reason. Thus, for orders settled using DTC Settlement, Financial Intermediary acknowledges that once an order has become effective upon confirmation by the Company, Financial Intermediary may not modify the order after 5:00 PM EST on the date the order is confirmed by the Company. After 5:00 PM EST on the date the order is confirmed by the Company, the order will be considered a firm order and Financial Intermediary is expected to settle the trade as follows: (i) if Financial Intermediary has receive payment in full from an investor for the investor’s purchase of Preferred Stock on or before 5:00 PM EST on the settlement date, such sale of Preferred Stock for which the Company has received the consideration applicable thereto as described herein, in the Dealer Manager Agreement and in the Prospectus, and for which no written notice of failure has been given, will be final, not subject to rescission or reversal; (ii) if Financial Intermediary has not received payment in full from the applicable investor on or before the second business day after the settlement date applicable to purchased shares of Preferred Stock, such investor’s order, upon written notice to the Dealer Manager, shall be canceled, treated as a failed trade and any exchange of funds and securities as between the Company and Financial Intermediary in anticipation of settling the purchase in the ordinary course shall be reversed and rescinded; and (iii) after 5:00 PM EST on the second business date after the settlement date, a sale of Preferred Stock for which the Company has received the consideration applicable thereto as described herein, in the Dealer Manager Agreement and in the Prospectus, and for which no written notice of failure has been given, will be final, not subject to rescission or reversal, and Financial Intermediary’s receipt of payment from applicable investors shall be at the sole risk of Financial Intermediary. Subscriptions and orders not accompanied by the required instrument of payment for Units Preferred Stock may be rejected. Issuance and delivery of a Unit share of Preferred Stock will be made only after a sale of a Unit share of Preferred Stock is deemed by the Company to be completed in accordance with Section 3(c3(d) of the Dealer Manager Agreement. If a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer Financial Intermediary will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer Financial Intermediary fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer Financial Intermediary (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure). (e) Notwithstanding the other provisions of this Section 5, the Dealer Manager and/or the Company have the sole right to determine and change without notice to Soliciting Dealer: (i) the number and timing of closings, including the ability to change the number and timing of closings after communicating the anticipated closing to Soliciting Dealer; (ii) to limit the total amount of Series A1 Preferred Stock, Series M1 Preferred Stock, Series M2 Preferred Stock, Series A3 Preferred Stock, Series M3 Preferred Stock, Series A4 Preferred Stock and/or Series M4 Preferred Stock sold by all Soliciting Dealers per closing; (iii) to limit the amount of Series A1 Preferred Stock, Series M1 Preferred Stock, Series M2 Preferred Stock, Series A3 Preferred Stock, Series M3 Preferred Stock, Series A4 Preferred Stock and/or Series M4 Preferred Stock sold by Soliciting Dealer per closing; and (iv) to limit the total number of shares of Series A1 Preferred Stock, Series M1 Preferred Stock, Series M2 Preferred Stock, Series A3 Preferred Stock, Series M3 Preferred Stock, Series A4 Preferred Stock and/or Series M4 Preferred Stock sold by Soliciting Dealer.

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate IXX or other qualified accounts. With respect to Soliciting Dealer’s 's participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesAmerican Realty Capital New York City REIT, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Units Shares together with an original Subscription Agreement, completed, executed and appropriately initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and the check for the purchase of Units Shares were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and such check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check for the purchase of Shares and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units Shares and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Unitssuch check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and the check for the purchase of UnitsShares, forward both the Subscription Agreement and such check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check for the purchase of Shares will be returned to the rejected subscriber within ten (10) business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “American Realty Capital New York City REIT, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, “business day” means any day other than a Saturdaycompleted, Sunday or a day on which banking institutions executed and appropriately initialed by the subscriber as provided for in the State of Subscription Agreement, to American Realty Capital New York are authorized City REIT, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check in the full amount of the check issued to Soliciting Dealer made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders not accompanied by , including, without limitation, for failing to deliver the required instrument of payment for Units may be rejectedShares. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions Selling Commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions Selling Commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned owed against future commissions Selling Commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer’s 's participation in any resales or transfers of the Units, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) If using DRS Settlement: (i) Payments for Units shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment Communities, Inc.” Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Units. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Units, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close; and (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company, which reserves the right to reject any subscription or order in its sole discretion for any or no reason. Subscriptions and orders not accompanied by the required instrument of payment for Units may be rejected. Issuance and delivery of a Unit will be made only after a sale of a Unit is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus, Shares may be sold only to investors who initially purchase a minimum of $1,000 in Shares or, unless prohibited by state law, a husband and wife may jointly contribute funds from their separate individual retirement accounts, or IRAs, provided that each such contribution is made in increments of $500. With respect to Soliciting Dealer’s participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesBusiness Development Corporation of America, Inc.” Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB BankBusiness Development Corporation of America, N.A. (the “Escrow Agent”) Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement; (ii) When Soliciting Dealer’s internal supervisory procedures are conducted at . Notwithstanding the site at which foregoing, in accordance with the Subscription Agreement applicable Exchange Act Rules and check for the purchase of Units were initially received by Regulations, if Soliciting Dealer from the subscriber Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase has net capital of Units $250,000 or more it may instruct its customers to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant make their checks payable to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”). In such case, Soliciting Dealer shall transmit the issue a check for the purchase of Units and Subscription Agreement made payable to the Final Review Office by the end Company in accordance with the foregoing provisions of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Units. The Final Review Office willthis Section 5(b), by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Units, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close; andas applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves reserve the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units Shares may be rejected. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Feescommissions, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus, Shares may be sold only to investors who initially purchase a minimum of 100 Shares for $1,000 or, unless prohibited by state law, a husband and wife may jointly contribute funds from their separate individual retirement accounts, or IRAs, provided that each such contribution is made in increments of $500. With respect to Soliciting Dealer’s participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,500,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB BankXxxxx Fargo Bank as agent for Business Development Corporation of America. During such time, N.A., Escrow Agent for Preferred Apartment Communities, Inc.” Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Xxxxx Fargo Bank, N.A. National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement; . If the minimum amount has not been obtained prior to the termination date, the Escrow Agent shall, promptly following the termination date, but in no event more than thirty (ii30) days after the termination date, refund to each investor by check funds deposited in the escrow account, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each investor at the address provided in the list of investors. When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Unitscheck. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Unitscheck, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. As used Once the minimum offering of $2,500,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “Business Development Corporation of America.” At such time, Soliciting Dealer shall forward original checks together with an original Subscription Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions executed and initialed by the subscriber as provided for in the State Subscription Agreement, to Business Development Corporation of New York are authorized America, c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or obligated by law more it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves reserve the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units Shares may be rejected. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Feescommissions, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate IXX or other qualified accounts. With respect to Soliciting Dealer’s 's participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2310. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesAmerican Realty Capital New York City REIT II, Inc.” During such time, Soliciting Dealer shall forward original checks for the purchase of Units Shares together with an original Subscription Agreement, completed, executed and appropriately initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and the check for the purchase of Units Shares were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and such check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check for the purchase of Shares and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units Shares and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Unitssuch check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and the check for the purchase of UnitsShares, forward both the Subscription Agreement and such check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check for the purchase of Shares will be returned to the rejected subscriber within ten (10) business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “American Realty Capital New York City REIT II, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, “business day” means any day other than a Saturdaycompleted, Sunday or a day on which banking institutions executed and appropriately initialed by the subscriber as provided for in the State of Subscription Agreement, to American Realty Capital New York are authorized City REIT II, Inc., c/o American National Stock Transfer, LLC, at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check in the full amount of the check issued to Soliciting Dealer made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders not accompanied by , including, without limitation, for failing to deliver the required instrument of payment for Units may be rejectedShares. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions Selling Commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions Selling Commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned owed against future commissions Selling Commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate IXX or other qualified accounts. With respect to Soliciting Dealer’s 's participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to FINRA Rule 2310. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesAmerican Realty Capital Daily Net Asset Value Trust, Inc.” During such time, Soliciting Dealer shall forward original checks for the purchase of Units Shares together with an original Subscription Agreement, completed, executed and appropriately initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and the check for the purchase of Units Shares were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and such check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check for the purchase of Shares and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units Shares and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Unitssuch check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and the check for the purchase of UnitsShares, forward both the Subscription Agreement and such check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check for the purchase of Shares will be returned to the rejected subscriber within ten (10) business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “American Realty Capital Daily Net Asset Value Trust, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, “business day” means any day other than a Saturdaycompleted, Sunday or a day on which banking institutions executed and appropriately initialed by the subscriber as provided for in the State Subscription Agreement, to American Realty Capital Daily Net Asset Value Trust, Inc., c/o American National Stock Transfer, LLC, at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of New York are authorized $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check in the full amount of the check issued to Soliciting Dealer made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders not accompanied by , including, without limitation, for failing to deliver the required instrument of payment for Units may be rejectedShares. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions Selling Commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions Selling Commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned owed against future commissions or Selling Commissions, Dealer Manager Fees or Platform Fees (as hereinafter defined) due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Participating Broker-Dealer’s participation in any resales or transfers of the UnitsShares, Soliciting Participating Broker-Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) If using DRS Settlement: (i) Payments payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesAshford Hospitality Trust, Inc.” Soliciting Participating Broker-Dealer shall forward original checks for the purchase of Units Shares together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement;; and (ii) When Soliciting when Participating Broker-Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units Shares were initially received by Soliciting Participating Broker-Dealer from the subscriber Soliciting subscriber, Participating Broker-Dealer shall transmit the Subscription Agreement and check for the purchase of Units Shares to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Participating Broker-Dealer’s internal supervisory procedures, Soliciting Participating Broker-Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Participating Broker-Dealer shall transmit the check for the purchase of Units Shares and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Participating Broker-Dealer’s receipt of the Subscription Agreement and check for the purchase of UnitsShares. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of UnitsShares, forward both the Subscription Agreement and check for the purchase of Units Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Participating Broker-Dealer is rejected by the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close; and. (c) If using DTC Settlement, the Soliciting Participating Broker-Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company, which reserves the right to reject any subscription or order in its sole discretion for any or no reason. Further, the Company has the sole right to: Participating Broker-Dealer Agreement 6 (i) determine and change the number and timing of closings, including the right to change the number and timing of closings after communicating the anticipated closing timing to the Participating Broker-Dealer; (ii) to limit the total amount of Series L Preferred Stock and/or Series M Preferred Stock sold by all Participating Broker-Dealers per closing; (iii) to limit the total amount of Series L Preferred Stock and/or Series M Preferred Stock sold by any one Participating Broker-Dealer per closing; and (iv) to limit the total number of shares of Series L Preferred Stock and/or Series M Preferred Stock sold by the Participating Broker-Dealer. Subscriptions and orders not accompanied by the required instrument of payment for Units Shares may be rejected. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Participating Broker-Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Participating Broker-Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Participating Broker-Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual State requirements as described in the Prospectus, Offered Shares may be sold only to investors who initially purchase a minimum of $5,000 in Offered Shares. With respect to Soliciting Selected Dealer’s participation in any resales or transfers of the UnitsOffered Shares, Soliciting Selected Dealer agrees to comply with any applicable requirements set forth in Section 23 and to fulfill the obligations pursuant to Rule 2310 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,500,000 in Offered Shares has been sold, payments for Units Offered Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A.N.A. as escrow agent for CĪON Investment Corporation.” If the minimum amount has not been obtained prior to the one year anniversary of the initial Effective Date (the “Termination Date”), Escrow Agent for Preferred Apartment Communities, Inc.” Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) will, promptly following the Termination Date, but in no event more than thirty (30) days after the Termination Date, refund to each investor by check funds deposited in the escrow account, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each investor at the address provided in the list of investors. Promptly after receiving and accepting subscriptions for $2,500,000 in Offered Shares in the Offering, the Company will notify the Escrow Agent that stockholders will be admitted to the Company and the Escrow Agent will pay over promptly to the Company the amount of all of such investors’ subscription payments then on deposit, including interest earned thereon. The date upon which such admission of stockholders shall occur is hereinafter called the “Initial Closing Date.” Following the Initial Closing Date, subject to any continuing escrow obligations imposed by certain States, if any, as described in the Prospectus, checks shall be made payable to “CĪON Investment Corporation.” (c) Selected Dealer shall promptly forward each fully completed and executed copy of the Subscription Agreement; , as signed by each investor and countersigned by a supervisory representative of Selected Dealer, together with the related subscription payment to: ICON Capital Corp. ICON Capital Corp. c/x XXX Xxxxxxx x/x XXX Xxxxxxx X.X. Xxx 000000 400 Xxxx 0xx Xxxxxx Xxxxxx Xxxx, XX 00000-0000 Kxxxxx Xxxx, XX 00000 Tel: (ii000) When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the 000-0000 Each Subscription Agreement and check for related subscription payment shall be forwarded by Selected Dealer to ICON Capital Corp. at the purchase address specified above no later than noon of Units were initially received the next business day after receipt from Selected Dealer’s customer by Soliciting any member of, or person associated with, Selected Dealer from the subscriber Soliciting Dealer shall transmit the of such payment, unless such Subscription Agreement and check payment are first forwarded to another of Selected Dealer’s offices for internal supervisory review (which shall take place within the purchase of Units aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the Escrow Agent address listed above no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following Selected Dealer’s receipt of such check. Prior to the Initial Closing Date, each such subscription payment received and accepted by the Company will be transmitted, as soon as practicable, but in any event by the end of the next second business day following receipt thereof, to the Escrow Agent for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, which shall be an escrow account in the name of Escrow Agent pending the receipt of subscriptions for an aggregate of $2,500,000 in Offered Shares and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by the Company. The Dealer Manager will return directly to Selected Dealer any Subscription Agreement that is not accepted by the Company together with the related subscription payment within two business days of Dealer Manager’s receipt of same for Selected Dealer’s prompt return of same to its customer. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his or her subscription payment from escrow. The Company has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as an investor any person for any reason whatsoever or no reason. Following the Initial Closing Date, the Company will continue to accept subscriptions for additional Offered Shares during the remainder of the check Offering Period and Subscription Agreementto admit as stockholders investors whose subscriptions are accepted. WhenSuch admissions will take place from time to time as shall be determined by the Company, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (with the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement anticipation that Closing Dates subsequent to the Final Review Office by Initial Closing Date will occur as frequently as weekly, but not less frequently than twice each month, following the Initial Closing Date and promptly following the end of the next business day following Soliciting Dealer’s receipt Offering Period or earlier termination of the Subscription Agreement and check for the purchase of Units. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Units, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close; and (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed ordersOffering. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company, which reserves the right to reject any subscription or order in its sole discretion for any or no reason. Subscriptions and orders not accompanied by the required instrument of payment for Units may be rejected. Issuance and delivery of a Unit will be made only after a sale of a Unit is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of 250 Shares for $2,500 or, unless prohibited by state law, a minimum of 10 Shares for $100 if the purchase is made jointly by a husband and a wife through their separate XXX or other qualified accounts. With respect to Soliciting Dealer’s participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Xxxxx Fargo Bank, N.A.National Association, Escrow Agent for Preferred Apartment CommunitiesAmerican Realty Capital New York Recovery REIT, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Xxxxx Fargo Bank, N.A. National Association (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Unitscheck. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Unitscheck, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “American Realty Capital New York Recovery REIT, Inc.” At such time, Soliciting Dealer shall forward original checks together with an original Subscription Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions executed and initialed by the subscriber as provided for in the State of Subscription Agreement, to American Realty Capital New York are authorized Recovery REIT, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of $250,000 or obligated by law more it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves reserve the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units Shares may be rejected. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Feescommissions, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1000 if the purchase is made jointly by a husband and a wife through their separate XXX or other qualified accounts. With respect to Soliciting Dealer’s participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesAmerican Realty Capital Daily Net Asset Value Trust, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Unitscheck. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Unitscheck, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “American Realty Capital Daily Net Asset Value Trust, Inc.” At such time, Soliciting Dealer shall forward each original check, together with each original Subscription Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions executed and initialed by the subscriber as provided for in the State Subscription Agreement, to American Realty Capital Daily Net Asset Value Trust, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of New York are authorized $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves reserve the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units Shares may be rejected. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or commissions, Dealer Manager Fees or Platform Fees (as hereinafter defined) due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate IXX or other qualified accounts. With respect to Soliciting Dealer’s 's participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2310. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesAmerican Realty Capital Healthcare Trust III, Inc.” During such time, Soliciting Dealer shall forward original checks for the purchase of Units Shares together with an original Subscription Agreement, completed, executed and appropriately initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and the check for the purchase of Units Shares were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and such check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check for the purchase of Shares and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units Shares and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Unitssuch check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and the check for the purchase of UnitsShares, forward both the Subscription Agreement and such check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check for the purchase of Shares will be returned to the rejected subscriber within ten (10) business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “American Realty Capital Healthcare Trust III, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, “business day” means any day other than a Saturdaycompleted, Sunday or a day on which banking institutions executed and appropriately initialed by the subscriber as provided for in the State Subscription Agreement, to American Realty Capital Healthcare Trust III, Inc., c/o American National Stock Transfer, LLC, at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of New York are authorized $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check in the full amount of the check issued to Soliciting Dealer made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders not accompanied by , including, without limitation, for failing to deliver the required instrument of payment for Units may be rejectedShares. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions Selling Commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions Selling Commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned owed against future commissions Selling Commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Dealer’s participation in any resales or transfers of the UnitsmShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) If using DRS Settlement: (i) Payments for Units mShares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment Communities, Inc.” Soliciting Dealer shall forward original checks for the purchase of Units mShares together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units mShares were initially received by Soliciting Dealer from the subscriber Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units mShares to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units mShares and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of UnitsmShares. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of UnitsmShares, forward both the Subscription Agreement and check for the purchase of Units mShares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close; and (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company, which reserves the right to reject any subscription or order in its sole discretion for any or no reason. Subscriptions and orders not accompanied by the required instrument of payment for Units mShares may be rejected. Issuance and delivery of a Unit mShare will be made only after a sale of a Unit mShare is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees or other fees theretofore paid with respect to such order, and, if . If Soliciting Dealer fails to so return any such selling commissions or Dealer Manager FeesFees or other fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees or other fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right Preferred Capital Securities, LLC Soliciting Dealer Agreement 4 to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of 250 Shares for $2,500 or, unless prohibited by state law, a minimum of 10 Shares for $100 if the purchase is made jointly by a husband and a wife through their separate XXX or other qualified accounts. With respect to Soliciting Dealer’s participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesAmerican Realty Capital Trust III, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Unitscheck. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Unitscheck, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “American Realty Capital Trust III, Inc.” At such time, Soliciting Dealer shall forward each original check, together with each original Subscription Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions executed and initialed by the subscriber as provided for in the State Subscription Agreement, to American Realty Capital Trust III, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of New York are authorized $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves reserve the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units Shares may be rejected. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate IXX or other qualified accounts. With respect to Soliciting Dealer’s 's participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesAmerican Realty Capital Healthcare Trust II, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Units Shares together with an original Subscription Agreement, completed, executed and appropriately initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and the check for the purchase of Units Shares were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and such check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check for the purchase of Shares and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units Shares and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Unitssuch check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and the check for the purchase of UnitsShares, forward both the Subscription Agreement and such check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check for the purchase of Shares will be returned to the rejected subscriber within ten (10) business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “American Realty Capital Healthcare Trust II, Inc.” At such time, Soliciting Dealer shall forward each original check for the purchase of Shares, together with each original Subscription Agreement, “business day” means any day other than a Saturdaycompleted, Sunday or a day on which banking institutions executed and appropriately initialed by the subscriber as provided for in the State Subscription Agreement, to American Realty Capital Healthcare Trust II, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of New York are authorized $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check in the full amount of the check issued to Soliciting Dealer made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders not accompanied by , including, without limitation, for failing to deliver the required instrument of payment for Units may be rejectedShares. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions Selling Commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions Selling Commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned owed against future commissions Selling Commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Participating Dealer such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share subscribed for, or such discounted purchase price per Share that may apply based upon the available discounts specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 in Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Primary Shares in the Offering shall be $500 per transaction. With respect to Soliciting Participating Dealer’s participation in any resales or transfers of the UnitsShares, Soliciting Participating Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2310 of the FINRA Rules of Conduct. (b) If using DRS SettlementThose persons who purchase Shares will be instructed by the Participating Dealer to make their checks or other instruments of payment payable to “Xxxxx National REIT I, Inc.”, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus. Subscription Agreements and instruments of payment not conforming to the foregoing instructions shall be returned directly to the subscriber not later than the end of the second business day following receipt by the Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (i) Payments for Units shall be made by wire transfer When, pursuant to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment Communities, Inc.” Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) When Soliciting Dealer’s internal supervisory procedures are of the Participating Dealer, internal supervisory review is conducted at the site at which the Subscription Agreement and check for the purchase instrument of Units payment were initially received by Soliciting Dealer from the subscriber Soliciting subscriber, then the Participating Dealer shall will transmit the Subscription Agreement and check for the purchase instrument of Units to the Escrow Agent payment by the end of the next business day following receipt of the check Subscription Agreement and instrument of payment to the Company at the address provided in the Subscription Agreement. . (ii) When, pursuant to Soliciting the Participating Dealer’s internal supervisory procedures, Soliciting Participating Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Participating Dealer shall transmit the check for the purchase of Units and Subscription Agreement and instrument of payment to the Final Review Office by the end of the next business day following Soliciting the Participating Dealer’s receipt of the Subscription Agreement and check for the purchase instrument of Unitspayment. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase instrument of Unitspayment, forward both the Subscription Agreement and check for the purchase instrument of Units payment to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by Company at the Company, then address provided in the Subscription Agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close; and. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units may be rejected. If any Subscription Agreement solicited by Participating Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and instrument of payment will be returned to the rejected subscriber within 10 business days from the date of rejection. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) 1.4 of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Participating Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Participating Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Participating Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting DealerFinancial Intermediary’s participation in any resales or transfers of the UnitsPreferred Stock, Soliciting Dealer Financial Intermediary agrees to comply with any applicable requirements set forth in Section 2. (b) If using DRS Settlement: (i) Payments for Units Preferred Stock shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment Communities, Inc.” Soliciting Dealer Prospect Capital Corporation”. Financial Intermediary shall forward original checks for the purchase of Units Preferred Stock together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) When Soliciting DealerFinancial Intermediary’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were Preferred Stock was initially received by Soliciting Dealer Financial Intermediary from the subscriber Soliciting Dealer subscriber, Financial Intermediary shall transmit the Subscription Agreement and check for the purchase of Units Preferred Stock to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting DealerFinancial Intermediary’s internal supervisory procedures, Soliciting DealerFinancial Intermediary’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer Financial Intermediary shall transmit the check for the purchase of Units Preferred Stock and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting DealerFinancial Intermediary’s receipt of the Subscription Agreement and check for the purchase of UnitsPreferred Stock. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of UnitsPreferred Stock, forward both the Subscription Agreement and check for the purchase of Units Preferred Stock to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer Financial Intermediary is rejected by the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close; and (c) If using DTC Settlement, the Soliciting Dealer Financial Intermediary will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company, which reserves the right to reject any subscription or order in its sole discretion for any or no reason. Thus, for orders settled using DTC Settlement, Financial Intermediary acknowledges that once an order has become effective upon confirmation by the Company, Financial Intermediary may not modify the order after 5:00 PM EST on the date the order is confirmed by the Company. After 5:00 PM EST on the date the order is confirmed by the Company, the order will be considered a firm order and Financial Intermediary is expected to settle the trade as follows: (i) if Financial Intermediary has receive payment in full from an investor for the investor’s purchase of Preferred Stock on or before 5:00 PM EST on the settlement date, such sale of Preferred Stock for which the Company has received the consideration applicable thereto as described herein, in the Dealer Manager Agreement and in the Prospectus, and for which no written notice of failure has been given, will be final, not subject to rescission or reversal; (ii) if Financial Intermediary has not received payment in full from the applicable investor on or before the second business day after the settlement date applicable to purchased shares of Preferred Stock, such investor’s order, upon written notice to the Dealer Manager, shall be canceled, treated as a failed trade and any exchange of funds and securities as between the Company and Financial Intermediary in anticipation of settling the purchase in the ordinary course shall be reversed and rescinded; and (iii) after 5:00 PM EST on the second business date after the settlement date, a sale of Preferred Stock for which the Company has received the consideration applicable thereto as described herein, in the Dealer Manager Agreement and in the Prospectus, and for which no written notice of failure has been given, will be final, not subject to rescission or reversal, and Financial Intermediary’s receipt of payment from applicable investors shall be at the sole risk of Financial Intermediary. Subscriptions and orders not accompanied by the required instrument of payment for Units Preferred Stock may be rejected. Issuance and delivery of a Unit share of Preferred Stock will be made only after a sale of a Unit share of Preferred Stock is deemed by the Company to be completed in accordance with Section 3(c3(d) of the Dealer Manager Agreement. If a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer Financial Intermediary will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer Financial Intermediary fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer Financial Intermediary (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure). (e) Notwithstanding the other provisions of this Section 5, the Dealer Manager and/or the Company have the sole right to determine and change without notice to Soliciting Dealer: (i) the number and timing of closings, including the ability to change the number and timing of closings after communicating the anticipated closing to Soliciting Dealer; (ii) to limit the total amount of Series A1 Preferred Stock, Series M1 Preferred Stock and/or Series M2 Preferred Stock sold by all Soliciting Dealers per closing; (iii) to limit the amount of Series A1 Preferred Stock, Series M1 Preferred Stock and/or Series M2 Preferred Stock sold by Soliciting Dealer per closing; and (iv) to limit the total number of shares of Series A1 Preferred Stock, Series M1 Preferred Stock and/or Series M2 Preferred Stock sold by Soliciting Dealer.

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate IXX or other qualified accounts. With respect to Soliciting Dealer’s 's participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesAmerican Realty Capital Global Trust, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Unitscheck. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Unitscheck, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten thirty (30) business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “American Realty Capital Global Trust, Inc.” At such time, Soliciting Dealer shall forward each original check, together with each original Subscription Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions executed and initialed by the subscriber as provided for in the State Subscription Agreement, to American Realty Capital Global Trust, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of New York are authorized $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves reserve the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units Shares may be rejected. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer orDealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1000 if the purchase is made jointly by a husband and a wife through their separate IXX or other qualified accounts. With respect to Soliciting Dealer’s participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesAmerican Realty Capital Trust IV, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the ““ Escrow AgentAgent ”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the ““ Final Review OfficeOffice ”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Unitscheck. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Unitscheck, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten thirty (30) business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “American Realty Capital Trust IV, Inc.” At such time, Soliciting Dealer shall forward each original check, together with each original Subscription Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions executed and initialed by the subscriber as provided for in the State Subscription Agreement, to American Realty Capital Trust IV, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of New York are authorized $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b) , as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves reserve the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units Shares may be rejected. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting Participating Broker-Dealer’s participation in any resales or transfers of the UnitsShares, Soliciting Participating Broker-Dealer agrees to comply with any applicable requirements set forth in Section 2. (b) If using DRS Settlement: (i) Payments payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesBraemar Hotels & Resorts, Inc.” Soliciting Participating Broker-Dealer shall forward original checks for the purchase of Units Shares together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement;; and (ii) When Soliciting when Participating Broker-Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units Shares were initially received by Soliciting Participating Broker-Dealer from the subscriber Soliciting subscriber, Participating Broker-Dealer shall transmit the Subscription Agreement and check for the purchase of Units Shares to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Participating Broker-Dealer’s internal supervisory procedures, Soliciting Participating Broker-Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Participating Broker-Dealer shall transmit the check for the purchase of Units Shares and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Participating Broker-Dealer’s receipt of the Subscription Agreement and check for the purchase of UnitsShares. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of UnitsShares, forward both the Subscription Agreement and check for the purchase of Units Shares to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Participating Broker-Dealer is rejected by the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close; and. (c) If using DTC Settlement, the Soliciting Participating Broker-Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company, which reserves the right to reject any subscription or order in its sole discretion for any or no reason. Further, the Company has the sole right to: (i) determine and change the number and timing of closings, including the right to change the number and timing of closings after communicating the anticipated closing timing to the Participating Broker-Dealer, (ii) to limit the total amount of Series E Preferred Stock and/or Series M Preferred Stock sold by all Participating Broker-Dealers per closing; (iii) to limit the total amount of Series E Preferred Stock and/or Series M Preferred Stock sold by any one Participating Broker-Dealer per closing; and (iv) to limit the total number of shares of Series E Preferred Stock and/or Series M Preferred Stock sold by the Participating Broker-Dealer. Subscriptions and orders not accompanied by the required instrument of payment for Units Shares may be rejected. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Participating Broker-Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Participating Broker-Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Participating Broker-Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate IXX or other qualified accounts. With respect to Soliciting Dealer’s 's participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesARC Realty Finance Trust, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Unitscheck. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Unitscheck, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten (10) business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “ARC Realty Finance Trust, Inc.” At such time, Soliciting Dealer shall forward each original check, together with each original Subscription Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions executed and initialed by the subscriber as provided for in the State Subscription Agreement, to ARC Realty Finance Trust, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of New York are authorized $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves reserve the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units Shares may be rejected. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate IXX or other qualified accounts. With respect to Soliciting Dealer’s 's participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesAmerican Realty Capital Healthcare Trust II, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Unitscheck. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Unitscheck, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten thirty (30) business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “American Realty Capital Healthcare Trust II, Inc.” At such time, Soliciting Dealer shall forward each original check, together with each original Subscription Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions executed and initialed by the subscriber as provided for in the State Subscription Agreement, to American Realty Capital Healthcare Trust II, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of New York are authorized $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves reserve the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units Shares may be rejected. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate IXX or other qualified accounts. With respect to Soliciting Dealer’s 's participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesAmerican Realty Capital Global Trust, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Unitscheck. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Unitscheck, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten thirty (30) business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “American Realty Capital Global Trust, Inc.” At such time, Soliciting Dealer shall forward each original check, together with each original Subscription Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions executed and initialed by the subscriber as provided for in the State Subscription Agreement, to American Realty Capital Global Trust, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of New York are authorized $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves reserve the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units Shares may be rejected. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Each person desiring to purchase Shares in the Primary Offering will be required to complete and execute a Subscription Agreement and to deliver to the Soliciting Dealer such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share subscribed for, or such discounted purchase price per Share that may apply based upon the available discounts specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser in the Primary Offering of $2,000 of Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Shares in the Primary Offering shall be $1,000 per transaction. With respect to Soliciting Dealer’s participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: Until such time as a minimum of $2,000,000 in subscription funds for Shares has been received from investors not affiliated with the Company, the Advisor or any of the Company’s or the Advisor’s respective affiliates (i) Payments for Units shall the “Minimum Offering”), those persons who purchase Shares will be made instructed by wire transfer the Soliciting Dealer to the Escrow Agent (as defined below) make their checks or checks other instruments of payment payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesIndependence Mortgage Trust” or a reasonable contractor or abbreviation thereof. Thereafter, Inc.” those persons who purchase Shares will be instructed by the Soliciting Dealer to make their checks other instrument of payment payable to “Independence Mortgage Trust,” subject to any continuing escrow obligations imposed by certain states as described in the Prospectus. Subscription Agreements and instruments of payment not conforming to the foregoing instructions shall forward original checks for be returned directly to the purchase subscriber not later than the end of Units together with an original Subscription Agreement, completed, executed and initialed where indicated the second business day following receipt by the subscriber as provided Soliciting Dealer of such materials. Subscription Agreements and instruments of payment received by the Soliciting Dealer which conform to the foregoing instructions shall be transmitted for in deposit pursuant to one of the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement;following methods: (iii) When Soliciting Dealer’s When, pursuant to the internal supervisory procedures are of the Soliciting Dealer, internal supervisory review is conducted at the site at which the Subscription Agreement and check for the purchase instrument of Units payment were initially received by from the subscriber, then the Soliciting Dealer from the subscriber Soliciting Dealer shall will transmit the Subscription Agreement and check for the purchase instrument of Units to the Escrow Agent payment by the end of the next business day following receipt of the check Subscription Agreement and instrument of payment (i) prior to the satisfaction of the Minimum Offering, to the Escrow Agent, and (ii) following the satisfaction of the Minimum Offering, to Independence Mortgage Trust, Inc. at the address provided in the Subscription Agreement. . (ii) When, pursuant to the Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement and instrument of payment to the Final Review Office by the end of the next business day following the Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase instrument of Unitspayment. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase instrument of Unitspayment, forward both the Subscription Agreement and check for instrument of payment (i) prior to the purchase satisfaction of Units the Minimum Offering, to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by , and (ii) following the Companysatisfaction of the Minimum Offering, then to Independence Mortgage Trust, Inc. at the address provided in the Subscription Agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close; and. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves reserve the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units may be rejected. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and instrument of payment will be returned to the rejected subscriber within 10 business days from the date of rejection. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) With respect to Soliciting DealerFinancial Intermediary’s participation in any resales or transfers of the UnitsPreferred Stock, Soliciting Dealer Financial Intermediary agrees to comply with any applicable requirements set forth in Section 2. (b) If using DRS Settlement: (i) Payments for Units Preferred Stock shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment Communities, Inc.” Soliciting Dealer Prospect Capital Corporation”. Financial Intermediary shall forward original checks for the purchase of Units Preferred Stock together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) When Soliciting DealerFinancial Intermediary’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were Preferred Stock was initially received by Soliciting Dealer Financial Intermediary from the subscriber Soliciting Dealer subscriber, Financial Intermediary shall transmit the Subscription Agreement and check for the purchase of Units Preferred Stock to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting DealerFinancial Intermediary’s internal supervisory procedures, Soliciting DealerFinancial Intermediary’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer Financial Intermediary shall transmit the check for the purchase of Units Preferred Stock and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting DealerFinancial Intermediary’s receipt of the Subscription Agreement and check for the purchase of UnitsPreferred Stock. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of UnitsPreferred Stock, forward both the Subscription Agreement and check for the purchase of Units Preferred Stock to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer Financial Intermediary is rejected by the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close; and (c) If using DTC Settlement, the Soliciting Dealer Financial Intermediary will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company, which reserves the right to reject any subscription or order in its sole discretion for any or no reason. Thus, for orders settled using DTC Settlement, Financial Intermediary acknowledges that once an order has become effective upon confirmation by the Company, Financial Intermediary may not modify the order after 5:00 PM EST on the date the order is confirmed by the Company. After 5:00 PM EST on the date the order is confirmed by the Company, the order will be considered a firm order and Financial Intermediary is expected to settle the trade as follows: (i) if Financial Intermediary has receive payment in full from an investor for the investor’s purchase of Preferred Stock on or before 5:00 PM EST on the settlement date, such sale of Preferred Stock for which the Company has received the consideration applicable thereto as described herein, in the Dealer Manager Agreement and in the Prospectus, and for which no written notice of failure has been given, will be final, not subject to rescission or reversal; (ii) if Financial Intermediary has not received payment in full from the applicable investor on or before the second business day after the settlement date applicable to purchased shares of Preferred Stock, such investor’s order, upon written notice to the Dealer Manager, shall be canceled, treated as a failed trade and any exchange of funds and securities as between the Company and Financial Intermediary in anticipation of settling the purchase in the ordinary course shall be reversed and rescinded; and (iii) after 5:00 PM EST on the second business date after the settlement date, a sale of Preferred Stock for which the Company has received the consideration applicable thereto as described herein, in the Dealer Manager Agreement and in the Prospectus, and for which no written notice of failure has been given, will be final, not subject to rescission or reversal, and Financial Intermediary’s receipt of payment from applicable investors shall be at the sole risk of Financial Intermediary. Subscriptions and orders not accompanied by the required instrument of payment for Units Preferred Stock may be rejected. Issuance and delivery of a Unit share of Preferred Stock will be made only after a sale of a Unit share of Preferred Stock is deemed by the Company to be completed in accordance with Section 3(c3(d) of the Dealer Manager Agreement. If a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer Financial Intermediary will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer Financial Intermediary fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer Financial Intermediary (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure). (e) Notwithstanding the other provisions of this Section 5, the Dealer Manager and/or the Company have the sole right to determine and change without notice to Soliciting Dealer: (i) the number and timing of closings, including the ability to change the number and timing of closings after communicating the anticipated closing to Soliciting Dealer; (ii) to limit the total amount of Series A1 Preferred Stock, Series M1 Preferred Stock, Series M2 Preferred Stock, Series A3 Preferred Stock and/or Series M3 Preferred Stock sold by all Soliciting Dealers per closing; (iii) to limit the amount of Series A1 Preferred Stock, Series M1 Preferred Stock, Series M2 Preferred Stock, Series A3 Preferred Stock and/or Series M3 Preferred Stock sold by Soliciting Dealer per closing; and (iv) to limit the total number of shares of Series A1 Preferred Stock, Series M1 Preferred Stock, Series M2 Preferred Stock, Series A3 Preferred Stock and/or Series M3 Preferred Stock sold by Soliciting Dealer.

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements as described in the Prospectus and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of $2,500 of Shares or, unless prohibited by state law, a minimum of $1,000 if the purchase is made jointly by a husband and wife through their separate IXX or other qualified accounts. With respect to Soliciting Dealer’s 's participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,000,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesARC Realty Finance Trust, Inc.” ”. During such time, Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s 's internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s 's internal supervisory procedures, Soliciting Dealer’s 's final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s 's receipt of the Subscription Agreement and check for the purchase of Unitscheck. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Unitscheck, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten thirty (30) business days from the date of rejection. As used Once the minimum offering of $2,000,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “ARC Realty Finance Trust, Inc.” At such time, Soliciting Dealer shall forward each original check, together with each original Subscription Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions executed and initialed by the subscriber as provided for in the State Subscription Agreement, to ARC Realty Finance Trust, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Soliciting Dealer has net capital of New York are authorized $250,000 or obligated by law more, it may instruct its customers to make their checks payable to Soliciting Dealer. In such case, Soliciting Dealer shall issue a check made payable to the Escrow Agent or executive order to close; andthe Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves reserve the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units Shares may be rejected. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of 250 Shares for $2,500 or a minimum increments of 100 Shares for $1,000 if the investor is purchasing through an XXX or other qualified account, subject to certain state requirements as described in the Prospectus. With respect to Soliciting Dealer’s participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to FINRA Rule 2310. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,500,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB BankXxxxx Fargo, N.A.NA, Escrow Agent for Preferred Apartment CommunitiesXxxxxxxx Xxxxxx – ARC Shopping Center REIT”. During such time, Inc.” Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB BankXxxxx Fargo, N.A. NA (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Unitscheck. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Unitscheck, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. As used Once the minimum offering of $2,500,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “Xxxxxxxx Xxxxxx – ARC Shopping Center REIT, Inc.” At such time, Soliciting Dealer shall forward original checks together with an original Subscription Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions executed and initialed by the subscriber as provided for in the State of New York are authorized or obligated by law or executive order Subscription Agreement, to close; andXxxxxxxx Xxxxxx – ARC Shopping Center REIT, Inc., c/o [ ], at the address provided in the Subscription Agreement. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves reserve the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units Shares may be rejected. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Feescommissions, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual state requirements and except for shares issued pursuant to the DRP, Shares may be sold only to investors who initially purchase a minimum of 200 Shares for $2,000 or a minimum of 100 Shares for $1,000 if the investor is purchasing through an XXX or other qualified account, subject to certain state requirements as described in the Prospectus. With respect to Soliciting Dealer’s participation in any resales or transfers of the UnitsShares, Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 22 and to fulfill the obligations pursuant to Rule 2810 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $2,500,000 in Shares has been sold, payments for Units Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Preferred Apartment CommunitiesIndependence Realty Trust”. During such time, Inc.” Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement; (ii) . When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check for the purchase of Units were initially received by Soliciting Dealer from the subscriber subscriber, Soliciting Dealer shall transmit the Subscription Agreement and check for the purchase of Units to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the Subscription Agreement and check for the purchase of Unitscheck. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check for the purchase of Unitscheck, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the CompanyDealer Manager or the Trust, then the Subscription Agreement and check will be returned to the rejected subscriber within ten 10 business days from the date of rejection. As used Once the minimum offering of $2,500,000 in this Shares has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “Independence Realty Trust, Inc,” except that Tennessee and Pennsylvania investors should continue to make checks payable to “UMB Bank, N.A., Escrow Agent for Independence Realty Trust” until $25,000,000 and $50,000,000 of Shares have been sold, respectively. At such time, Soliciting Dealer shall forward original checks together with an original Subscription Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions executed and initialed by the subscriber as provided for in the State of New York are authorized or obligated by law or executive order Subscription Agreement, to close; andIndependence Realty Trust, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement. (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed orders. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the CompanyCompany or the Dealer Manager, each of which reserves reserve the right to reject any subscription or order in its their sole discretion for any or no reason. Subscriptions and orders Orders not accompanied by the required instrument of payment for Units Shares may be rejected. Issuance and delivery of a Unit Share will be made only after a sale of a Unit Share is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or an order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees dealer manager fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Feescommissions, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees dealer manager fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Submission of Orders; Right to Reject Orders. (a) Subject to certain individual State requirements as described in the Prospectus, Offered Shares may be sold only to investors who initially purchase a minimum of $5,000 in Class A shares or $500,000 in Class I shares. With respect to Soliciting Selected Dealer’s participation in any resales or transfers of the UnitsOffered Shares, Soliciting Selected Dealer agrees to comply with any applicable requirements set forth in Section 23 and to fulfill the obligations pursuant to Rule 2310 of the FINRA Rules of Conduct. (b) If using DRS Settlement: (i) Payments Until the minimum offering of $1,200,000 in Offered Shares has been sold, payments for Units Offered Shares shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A.N.A. as escrow agent for ICON Fund 16.” If the minimum amount has not been obtained prior to the one year anniversary of the initial Effective Date (the “Termination Date”), Escrow Agent for Preferred Apartment Communities, Inc.” Soliciting Dealer shall forward original checks for the purchase of Units together with an original Subscription Agreement, completed, executed and initialed where indicated by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) will, promptly following the Termination Date, but in no event more than thirty (30) days after the Termination Date, refund to each investor by check funds deposited in the escrow account, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each investor at the address provided in the list of investors. Promptly after receiving and accepting subscriptions for $1,200,000 in Offered Shares in the Offering, the Company will notify the Escrow Agent that shareholders will be admitted to the Company and the Escrow Agent will pay over promptly to the Company the amount of all of such investors’ subscription payments then on deposit, including interest earned thereon. The date upon which such admission of shareholders shall occur is hereinafter called the “Initial Closing Date.” Following the Initial Closing Date, subject to any continuing escrow obligations imposed by certain States, if any, as described in the Prospectus, checks shall be made payable to “ICON Fund 16.” (c) Selected Dealer shall promptly forward each fully completed and executed copy of the Subscription Agreement; , as signed by each investor and countersigned by a supervisory representative of Selected Dealer, together with the related subscription payment to: ICON Capital Corp. ICON Capital Corp. c/x XXX Xxxxxxx x/x XXX Xxxxxxx X.X. Xxx 000000 400 Xxxx 0xx Xxxxxx Xxxxxx Xxxx, XX 00000-0000 Kxxxxx Xxxx, XX 00000 Tel: (ii000) When Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the 000-0000 Each Subscription Agreement and check for related subscription payment shall be forwarded by Selected Dealer to ICON Capital Corp. at the purchase address specified above no later than noon of Units were initially received the next business day after receipt from Selected Dealer’s customer by Soliciting any member of, or person associated with, Selected Dealer from the subscriber Soliciting Dealer shall transmit the of such payment, unless such Subscription Agreement and check payment are first forwarded to another of Selected Dealer’s offices for internal supervisory review (which shall take place within the purchase of Units aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the Escrow Agent address listed above no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following Selected Dealer’s receipt of such check. Each subscription so received by the Company will be subject to acceptance or rejection by it by the end of the next business day following receipt of the check and Subscription Agreementon which it is received. When, pursuant to Soliciting Dealer’s internal supervisory procedures, Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Soliciting Dealer shall transmit the check for the purchase of Units and Subscription Agreement Prior to the Final Review Office Initial Closing Date, each such subscription payment received and accepted by the Company will be transmitted, as soon as practicable, but in any event by the end of the next second business day following Soliciting Dealerreceipt thereof, to the Escrow Agent for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, which shall be an escrow account in the name of Escrow Agent pending the receipt of subscriptions for an aggregate of $1,200,000 in Offered Shares and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by the Company. The Dealer Manager will return directly to Selected Dealer any Subscription Agreement that is not accepted by the Company together with the related subscription payment within two business days of Dealer Manager’s receipt of the Subscription Agreement same for Selected Dealer’s prompt return of same to its customer. Unless and check for the purchase of Unitsuntil an event requiring a refund occurs, an investor will have no right to withdraw his or her subscription payment from escrow. The Final Review Office willCompany has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as an investor any person for any reason whatsoever or no reason. Following the Initial Closing Date, the Company will continue to accept subscriptions for additional Offered Shares during the remainder of the Offering Period and to admit as shareholders investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Company, with the anticipation that Closing Dates subsequent to the Initial Closing Date will occur as frequently as weekly, but not less frequently than twice each month, following the Initial Closing Date and promptly following the end of the next business day following its receipt Offering Period or earlier termination of the Subscription Agreement and check for the purchase of Units, forward both the Subscription Agreement and check for the purchase of Units to the Escrow Agent. If any Subscription Agreement solicited by Soliciting Dealer is rejected by the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within ten business days from the date of rejection. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close; and (c) If using DTC Settlement, the Soliciting Dealer will coordinate for payment in connection with their electronically placed ordersOffering. (d) All subscriptions and orders, whether initial or additional, are subject to acceptance by and shall become effective upon confirmation by the Company, which reserves the right to reject any subscription or order in its sole discretion for any or no reason. Subscriptions and orders not accompanied by the required instrument of payment for Units may be rejected. Issuance and delivery of a Unit will be made only after a sale of a Unit is deemed by the Company to be completed in accordance with Section 3(c) of the Dealer Manager Agreement. If a subscription or order is rejected, cancelled or rescinded for any reason, then Soliciting Dealer will return to the Dealer Manager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Soliciting Dealer fails to so return any such selling commissions or Dealer Manager Fees, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Soliciting Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).